Tripartite Agreement

TRIPARTITE AGREEMENT

This Tripartite Agreement (Effective Date: ) is made and entered into by and among Party A: , Party B: , and Party C: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A is engaged in the business described as: ;

WHEREAS, Party B has agreed to undertake certain obligations and provide services as set forth in this Agreement and in the scope of services described in Section 3;

WHEREAS, Party C has an interest in or provides financing for the transaction between Party A and Party B and desires to be bound by certain covenants herein to protect its interest.

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 Capitalized terms used in this Agreement shall have the meanings set forth below. "Effective Date" means the date set forth above. "Confidential Information" means non-public information disclosed by one Party to another, whether disclosed orally, in writing, or by inspection of tangible objects, which is designated as confidential or that reasonably should be understood to be confidential under the circumstances.

2. SCOPE AND PURPOSE

2.1 Purpose. The Parties intend to cooperate in respect of the project described as: . The responsibilities of each Party are set out in Section 3.

3. OBLIGATIONS OF THE PARTIES

3.1 Party A Obligations. Party A shall: (a) deliver documents, approvals and access reasonably necessary for Party B to perform; (b) pay all fees due to Party B pursuant to Section 4; and (c) comply with applicable laws and permits in performing its obligations under this Agreement.

3.2 Party B Obligations. Party B shall: (a) perform the services described in the Scope of Services:

3.3 Party C Obligations. Party C shall: (a) provide funding or guarantees subject to the terms herein; (b) receive notices and exercise rights as set forth in Section 6; and (c) take such steps as are reasonably necessary to protect its security or interest in any collateral described in an annex to this Agreement.

4. CONSIDERATION; PAYMENT

4.1 Payment Terms. In consideration for the services to be performed by Party B, Party A shall pay Party B the fees set forth: payable according to the following schedule: .

4.2 Allocation of Payments. Party C's funding shall be applied as described in an annex attached hereto. Any failure by Party A to make payments when due shall be a default under this Agreement and shall entitle Party B and Party C to exercise remedies described in Section 8.

5. REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the others that: (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; and (c) the execution and delivery of this Agreement and the performance of its obligations hereunder do not violate any agreement to which it is a party.

6. CONFIDENTIALITY

6.1 Each Party shall hold in confidence and shall not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set out herein. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no breach by the receiving Party; (b) was lawfully in the receiving Party's possession prior to disclosure; or (c) is required to be disclosed by law, provided the disclosing Party is given prompt notice to seek protective relief.

7. INDEMNIFICATION

7.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Parties from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of any representation, warranty or covenant in this Agreement or its gross negligence or willful misconduct in the performance of its obligations hereunder.

8. LIMITATION OF LIABILITY

8.1 Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality or indemnification obligations, the Parties' aggregate liability to one another under this Agreement shall be limited to direct damages not exceeding: .

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of or until earlier terminated in accordance with this Section.

9.2 Termination for Cause. Any Party may terminate this Agreement upon written notice to the other Parties if a material breach is not cured within thirty (30) days after written notice of such breach.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by written notice). Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

11. ASSIGNMENT

11.1 No Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; provided, however, that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

12. GOVERNING LAW; VENUE

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of , without regard to its conflicts of law principles. Exclusive venue for any dispute arising out of or relating to this Agreement shall lie in the courts located in the county in which the governing state capital is located.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, including its annexes and schedules, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, express or implied.

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 Amendment. No amendment, modification or supplement to this Agreement shall be binding unless in writing and signed by all Parties.

14.2 Waiver. No waiver of any right under this Agreement will be effective unless in writing signed by the Party waiving such right.

14.3 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 or facsimile shall be deemed originals for all purposes.

15. THIRD PARTY AUTHORIZATION (IF APPLICABLE)

15.1 If Party C elects not to execute a separate signature block below, Party C may execute a written authorization appointing Party A or Party B to sign this Agreement on its behalf. Such authorization shall be attached to this Agreement and shall be effective to bind Party C to the terms set forth herein. Indicate whether Party C authorizes another Party to sign on its behalf:

MISCELLANEOUS

16.1 The headings in this Agreement are for convenience only and shall not affect its interpretation. The Parties acknowledge that they have had the opportunity to seek independent legal advice prior to executing this Agreement.

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