Finance Audit Waiver

FINANCE AUDIT WAIVER

Parties and Effective Date

Waiver Provider:

Corporation Limited Liability Company Partnership Individual

Beneficiary:

Corporation Limited Liability Company Partnership Individual

Effective Date:

Recitals

WHEREAS, Waiver Provider and Beneficiary are parties to the agreement entitled "" dated (the "Agreement");

WHEREAS, the Agreement grants, or might be construed to grant, Beneficiary the right to examine, inspect, or audit certain financial records of Waiver Provider; and the parties desire to set forth the limited waiver of such audit rights pursuant to the terms below.

Waiver — Scope and Duration

Subject to the express exceptions set forth in this Waiver, Waiver Provider hereby waives, for the period commencing through (the "Waiver Period"), Beneficiary's right to perform routine financial audits or inspections of Waiver Provider's books, records, or accounts to the extent such rights are derived solely from the Agreement.

Limitations and Exceptions

Notwithstanding the foregoing waiver, Beneficiary's audit rights are not waived to the extent necessary to investigate: (a) alleged fraud, material misrepresentation, or willful misconduct; (b) material noncompliance with covenants that pose imminent material risk to Beneficiary; or (c) matters required by law, regulation, or competent authority. Selection of auditors, timing of any permitted audit, and scope shall remain subject to the limitations set forth in this Section.

Conditions of Waiver

The effectiveness of this Waiver is expressly conditioned upon Waiver Provider's continued compliance with all material covenants under the Agreement. If Waiver Provider fails to maintain accurate records or to provide reasonable financial information upon request (outside of an audit right waived hereunder), Beneficiary's audit rights shall automatically revive to the extent reasonably necessary to protect Beneficiary's interests.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Waiver, that its execution and delivery of this Waiver have been duly authorized, and that this Waiver constitutes a valid and binding obligation enforceable in accordance with its terms.

Confidentiality

Any financial information exchanged between the parties in connection with this Waiver shall be treated as Confidential Information in accordance with the confidentiality provisions of the Agreement. Neither party shall disclose confidential information except as required by law or with the other party's prior written consent.

Indemnification and Remedies

Waiver Provider agrees to indemnify and hold harmless Beneficiary from and against any third-party claims arising directly from Waiver Provider's breach of this Waiver or from material misrepresentation in the financial information provided. Remedies under this Waiver are cumulative and in addition to any remedies available under the Agreement or at law.

Term, Termination and Survival

This Waiver shall remain in effect for the Waiver Period unless earlier terminated in writing by mutual agreement. Sections titled Representations and Warranties, Confidentiality, Indemnification and Remedies, Governing Law, and Miscellaneous shall survive termination or expiration.

Notices

Miscellaneous

This Waiver constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written negotiations concerning the waiver of audit rights described herein. Any amendment must be in writing and signed by both parties. The parties agree that disputes arising under this Waiver will be governed by the laws selected below.

Additional Terms / Notes

Acknowledgement

Each party acknowledges that it has read and understands the terms of this Waiver, that it has had the opportunity to seek independent legal advice, and that it enters into this Waiver voluntarily and for valuable consideration.

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