Compliance Certificate Agreement

COMPLIANCE CERTIFICATE AGREEMENT

This Compliance Certificate Agreement (the Agreement) is entered into as of Effective Date: by and between Issuer Name: , a organized under the laws of (the Issuer), and Recipient Name: , a organized under the laws of (the Recipient).

RECITALS

WHEREAS, the Recipient requires periodic certification from the Issuer evidencing the Issuer's compliance with certain laws, contractual obligations and other material requirements set forth in underlying agreements referenced below; and

WHEREAS, the Issuer has agreed to provide a Compliance Certificate in the form and at the times set forth herein in order to induce the Recipient to rely upon the Issuer's representations and to maintain the Recipient's rights under related instruments; and

WHEREAS, the parties desire to set forth the terms and procedures under which such Compliance Certificates will be delivered and relied upon.

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

1. DEFINITIONS

1.1 "Compliance Certificate" means a written certificate, signed by an authorized officer of the Issuer, delivered pursuant to Section 3 and substantially in the form attached to this Agreement or in such other form as the Recipient may reasonably require, certifying the matters set forth in Section 2.

1.2 Capitalized terms used but not defined herein shall have the meanings assigned to them in any underlying agreement expressly identified by the parties: Related Agreement Title: dated as of .

2. CONTENTS OF COMPLIANCE CERTIFICATE

2.1 Certificate Statements. Each Compliance Certificate delivered under this Agreement shall be signed by an authorized officer of the Issuer and shall, to the best of such officer's knowledge after due inquiry, state whether, as of the date of the certificate:

(a) The Issuer is in full compliance with all material provisions of the Related Agreement and all material statutes, regulations and orders applicable to its business; provided that any exceptions shall be described in reasonable detail in an attached schedule.

(b) No Default or Event of Default has occurred and is continuing, or if any Default or Event of Default exists, the certificate shall identify the nature of the Default, the steps being taken to cure it and the expected cure date.

(c) All financial statements and schedules delivered with or prior to the Compliance Certificate fairly present, in all material respects, the financial condition of the Issuer as of the dates therein stated and were prepared in accordance with the accounting principles specified in the Related Agreement.

(d) The Issuer is in compliance with all material environmental, tax, labor, health and safety laws applicable to its operations, except as set forth in an attached disclosure.

3. DELIVERY; TIMING

3.1 Frequency. The Issuer shall deliver to the Recipient a Compliance Certificate on the following schedule: Frequency: and additionally within days following any request made in accordance with the Related Agreement.

3.2 Form and Delivery. Certificates shall be delivered in writing to the Recipient's address for notices specified in Section 8 and may be delivered electronically if agreed in writing. Each certificate shall be accompanied by any supporting documents reasonably requested by the Recipient.

4. CERTIFYING OFFICER; AUTHORITY

4.1 Authority. Each Compliance Certificate must be executed by a duly authorized officer of the Issuer who by title and corporate authority holds the duties necessary to certify the matters set forth therein. The Issuer represents that the individual signing each certificate is authorized to bind the Issuer with respect to the matters certified.

5. ADDITIONAL STATEMENTS AND SCHEDULES

5.1 The Issuer shall include as attachments to each Compliance Certificate such schedules, computations and explanations as are necessary to present fairly the matters certified and to identify any exceptions or qualifications with reasonable particularity.

6. REMEDIES; RELIANCE

6.1 Recipient Reliance. The Recipient shall be entitled to rely upon each Compliance Certificate and the statements contained therein. The Issuer acknowledges that the Recipient's decision-making and enforcement rights under the Related Agreement may be based upon such certificates.

6.2 Remedies. In the event that a certificate contains a materially false representation or omitted material information, the Recipient shall have all rights and remedies provided under the Related Agreement and at law or in equity, including the right to require immediate cure, to suspend obligations of the Issuer, or to seek specific performance or damages.

7. REPRESENTATIONS AND WARRANTIES

The Issuer represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws identified above; (b) execution and delivery of Compliance Certificates is within the Issuer's corporate powers and duly authorized; and (c) each Compliance Certificate when delivered will be a true, complete and correct statement of the matters certified as of its date.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party designates by notice).

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings.

10.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' intent.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended only by a written instrument executed by both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

12. MISCELLANEOUS

12.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or acquisition.

12.2 Interpretation. Headings are for convenience only and shall not affect interpretation. The words "include" and "including" shall be deemed to be followed by the words "without limitation" unless the context requires otherwise.

CERTIFICATION EXHIBIT

The following form shall be used by the Issuer when delivering a Compliance Certificate pursuant to this Agreement. The Issuer may reproduce this form and attach schedules as necessary.

ACKNOWLEDGEMENT

The parties acknowledge that each has had the opportunity to be represented by counsel, that each party has read and understands this Agreement, and that the individuals signing below are authorized to execute this Agreement on behalf of their respective parties.

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