Counter-signature Agreement Form

COUNTER-SIGNATURE AGREEMENT FORM

This Counter-signature Agreement (the "Agreement") is made as of Effective Date: by and between Primary Party: , organized under the laws of , with principal place of business at ; and Counter-signing Party: , organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Primary Party and Counter-signing Party are parties to a certain agreement titled dated (the "Underlying Agreement");

WHEREAS, certain sections of the Underlying Agreement require a countersignature, certification, or formal acceptance by Counter-signing Party in order to become effective as between the parties; and

WHEREAS, the parties desire to set forth the scope and legal effect of such countersignature and to confirm their respective representations, warranties and obligations in connection therewith.

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

1. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Underlying Agreement. For purposes of this Agreement:

"Effective Date" means the date first written above. "Counter-signature" means the act of signing by Counter-signing Party as set forth in Section 2 below.

2. COUNTER-SIGNATURE; ACKNOWLEDGMENT

Counter-signing Party hereby countersigns the Underlying Agreement solely to confirm and accept the obligations specified in the Underlying Agreement as of the Effective Date, subject to the limitations expressly set forth in this Agreement. Counter-signing Party's countersignature shall constitute Counter-signing Party's acknowledgement that it has received, reviewed and understands the Underlying Agreement.

The specific scope of Counter-signing Party's acceptance and authorization (including any sections, schedules or exhibits to which Counter-signing Party is providing a countersignature) is described below:

3. LIMITED AUTHORITY

Except as expressly provided in this Agreement, Counter-signing Party does not assume, and shall not be deemed to have assumed, any obligations, liabilities or duties of Primary Party under the Underlying Agreement. Counter-signing Party's countersignature is limited to the matters described in Section 2 and does not expand or otherwise modify Primary Party's rights or obligations except as explicitly stated in writing signed by both parties.

4. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate or organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) the person signing on its behalf is duly authorized to do so.

5. NO AMENDMENT EXCEPT AS PROVIDED

Except as expressly set forth in this Agreement, the Underlying Agreement remains in full force and effect in accordance with its terms. This Agreement shall not be deemed to amend or modify the Underlying Agreement except to the extent that the parties have specifically stated such amendments in writing within this Agreement.

6. CONFIDENTIALITY

Each party agrees to keep confidential any non-public information obtained in connection with the Underlying Agreement and this countersignature, and to use such information solely for the purposes contemplated by the Underlying Agreement, unless disclosure is required by law or authorized in writing by the other party.

7. INDEMNIFICATION

To the extent that any losses, claims, liabilities, damages or expenses arise solely from Counter-signing Party's express actions or obligations under the scope described in Section 2, Counter-signing Party shall indemnify, defend and hold harmless Primary Party from and against such claims. Nothing in this Section 7 shall be construed to create liability for a party for matters arising from the other party's independent acts or omissions.

8. NOTICES

Any notice required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice:

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

10. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws rules. This Agreement, together with the Underlying Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. AUTHORITY

Each party represents and warrants that the individual signing below on its behalf has been duly authorized to execute and deliver this Agreement and to bind such party to its terms.

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