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DOCUMENTS EXECUTION AGREEMENT

This Document Execution and Delivery Agreement (the "Agreement") is made and entered into as of , by and between Client Name: and Other Party Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties have negotiated one or more underlying agreements, instruments, notices, exhibits or deliverables identified in Section 2 (collectively, the "Documents") requiring formal execution and delivery; and

WHEREAS, the Parties desire to establish the procedures by which the Documents shall be executed, delivered, and deemed effective, and to make certain mutual representations and warranties relating to authority and admissibility of executed Documents; and

WHEREAS, the Parties intend that this Agreement govern the execution, delivery and acceptance of the Documents without the need for further agreement except as expressly provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Documents" means the instrument(s), agreements, certificates, notices and schedules identified in Section 2 and any amendments, supplements or replacement documents executed pursuant to this Agreement. "Effective Date" means the date set forth above in the opening paragraph.

2. DESCRIPTION OF DOCUMENTS; EXECUTION

The Parties will execute and deliver the Documents as set forth below. The Parties acknowledge that the Documents to be executed are described with particularity as follows:

Each Document, when executed and delivered in the form approved pursuant to this Agreement, shall be binding upon the Party executing it and shall be effective as provided in the Document or, if no effective time is stated, upon delivery.

3. AUTHORITY AND CAPACITY

Each Party represents and warrants that (a) it has the full power and legal authority to enter into this Agreement and to perform its obligations hereunder; (b) the individual executing this Agreement on behalf of such Party is duly authorized and has the requisite authority to bind that Party; and (c) the execution and delivery of the Documents will not violate any material contract, law, regulation or order applicable to such Party.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that to the best of such Party's knowledge: (a) the execution, delivery and performance of the Documents have been duly authorized by all necessary corporate or organizational action; (b) the Documents are the valid and binding obligations of such Party enforceable in accordance with their terms; and (c) there is no pending or, to such Party's knowledge, threatened action, suit or proceeding that would materially prevent the performance of its obligations under the Documents or this Agreement.

5. EXECUTION, COUNTERPARTS AND DELIVERY

The Parties agree that the Documents may be executed in counterparts and that facsimile, scanned, or other electronic copies of signatures shall be treated as originals for all purposes. Delivery of a counterpart via electronic transmission shall constitute effective delivery of such counterpart.

6. ELECTRONIC SIGNATURES

The Parties expressly consent to the use of electronic signatures and agree that any electronic signature appearing on the Documents is the same as a handwritten signature for the purposes of validity, enforceability and admissibility.

7. RELIANCE; INDEMNIFICATION

Each Party may rely upon the representations and warranties set forth in this Agreement. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any losses, claims, damages or liabilities arising out of a material breach of such indemnifying Party's representations, warranties or covenants contained in this Agreement.

8. NOTICES

All notices, requests, demands and other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier or delivered by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a Party may designate by notice to the other Party).

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party or Parties against whom enforcement is sought. No failure or delay by any Party in exercising any right or remedy shall operate as a waiver of such right or remedy.

10. 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.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, both written and oral, among the Parties with respect to such subject matter.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the intent of the Parties.

13. 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.

CERTIFICATION

Each undersigned hereby certifies and warrants that the information provided in this Agreement is true and correct, that the person signing this Agreement on behalf of each Party is authorized to do so, and that the execution and delivery of the Documents is within such Party's powers and authority.

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