Legal Party Designation Form

LEGAL PARTY DESIGNATION FORM

This Legal Party Designation Form (the "Form") is made effective as of the day of by and between Designating Party Name: with principal address at (hereinafter "Designating Party"), and Designated Party Name: with principal address at (hereinafter "Designated Party").

RECITALS

WHEREAS, the Designating Party has authority to act with respect to certain legal, administrative and transactional matters and desires to delegate specified authority to the Designated Party;

WHEREAS, the Designated Party has represented that it possesses the experience, capacity and authority to perform the duties set forth in this Form and is willing to accept the designation subject to the terms and limitations contained herein;

WHEREAS, the parties desire to set forth the scope, duration and conditions of such designation in a written instrument.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following terms have the following meanings: "Authority" means the rights, powers and privileges granted to the Designated Party under Section 2; "Effective Date" means the date set forth above; "Term" means the period during which the designation remains in effect as set forth in Section 4.

2. DESIGNATION AND GRANT OF AUTHORITY

The Designating Party hereby designates and appoints the Designated Party to act as its authorized representative with respect to the matters described in this Form. The Designated Party is granted the Authority to: (a) represent the Designating Party in communications and negotiations with third parties; (b) execute, deliver and accept documents on behalf of the Designating Party that are necessary to effectuate the authorized matters; and (c) take such other actions as are reasonably necessary to accomplish the scope set forth in Section 3, subject to the express limitations in Section 4.

3. LIMITATIONS

The Authority granted under this Form expressly excludes: (a) authority to amend, terminate or modify any material agreement of the Designating Party unless specifically authorized in writing; (b) authority to incur indebtedness or financial obligations in excess of the amounts explicitly described in the scope; and (c) authority to convey or encumber real property. Any action taken by the Designated Party beyond the scope of this Form is voidable by the Designating Party.

4. DURATION AND TERMINATION

This designation shall commence on the Effective Date and shall continue in full force and effect until terminated by either party upon thirty (30) days' prior written notice to the other party, or upon occurrence of the following date: . Termination shall not affect rights or obligations accrued prior to termination.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform its obligations under this Form; and (c) the person executing this Form on its behalf is duly authorized to do so.

Individual Corporation Limited Liability Company Partnership Other

Individual Corporation Limited Liability Company Partnership Other

6. INDEMNIFICATION

The Designated Party shall defend, indemnify and hold harmless the Designating Party and its officers, directors and agents from and against any and all losses, liabilities, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Designated Party's breach of this Form, gross negligence or willful misconduct in the performance of the Authority granted herein. The Designating Party shall provide prompt notice of any claim for which indemnification is sought.

7. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may have specified in writing in accordance with this Section.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Form will be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder will operate as a waiver of such right.

9. COUNTERPARTS

This Form may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

10. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state specified by the Designating Party below without regard to its conflicts of law principles.

11. ENTIRE AGREEMENT

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable for any reason, the remaining provisions will continue in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the parties' original intent to the maximum extent permitted by law.

13. MISCELLANEOUS

The headings in this Form are for convenience only and will not affect the interpretation of this Form. The parties each acknowledge that they have read and understand this Form and agree to be bound by its terms.

The undersigned parties certify under penalty of perjury that the persons signing below have the authority to execute this Form on behalf of the respective parties and that the information provided herein is true, accurate and complete.

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