Legal Compliance Fee Waiver

LEGAL COMPLIANCE FEE WAIVER

This Legal Compliance Fee Waiver (the "Waiver") is made and entered into as of Effective Date: by and between Client Name: and Waiving Party Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client Name is required under applicable regulatory or contractual instruments to pay a compliance-related fee described herein (the "Compliance Fee"); and

WHEREAS, Waiving Party Name, in its discretion and subject to the terms and conditions set forth in this Waiver, is willing to waive collection, assessment, or enforcement of the Compliance Fee under specified circumstances; and

WHEREAS, the Parties desire to document the scope, conditions and legal effect of any waiver granted with the mutual intent that such waiver be enforceable and limited to the terms set forth herein.

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

For purposes of this Waiver, the following terms shall have the meanings set forth below: "Compliance Fee" means the monetary charge described in Section 2; "Effective Date" means the date set forth above; "Compliance Obligations" means the specific actions, filings, certifications, or records described in Section 4 that are required for the waiver to remain in effect.

2. WAIVER GRANT

Subject to the terms and conditions of this Waiver, Waiving Party Name hereby irrevocably waives, forgives and agrees not to assess, collect or enforce the Compliance Fee in the aggregate amount of for the matter identified as Reference/Account Number: , subject to the Conditions set forth in Section 3.

3. CONDITIONS TO WAIVER

The waiver described in Section 2 shall become effective and remain in effect only upon satisfaction of all of the following conditions:

(a) Client Name shall, no later than , submit to Waiving Party Name the completed Compliance Certification attached by reference and any supporting documentation reasonably requested by Waiving Party Name.

(b) Client Name shall perform the Compliance Obligations described in Section 4 and provide written evidence of such performance in the form and by the deadlines specified herein.

(c) The waiver is conditioned on the absence of material misrepresentation or fraud in any information provided to Waiving Party Name. In the event of material misrepresentation, the waiver shall be voidable at Waiving Party Name's election and Waiving Party Name shall have the right to recover the waived amount plus any costs and reasonable attorneys' fees incurred in so doing.

4. COMPLIANCE OBLIGATIONS

Client Name shall undertake and complete the following obligations as a condition of the waiver:

- Deliverable descriptions and deadlines:

Client Name shall notify Waiving Party Name in writing within five (5) business days of completion of each obligation and shall retain and make available to Waiving Party Name any records reasonably necessary to verify completion for a period of years.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Waiver; (b) the execution and delivery of this Waiver and performance hereunder do not and will not violate any material agreement to which it is subject; and (c) all information provided by such Party to the other for purposes of this Waiver is true, complete and accurate in all material respects as of the Effective Date.

6. MONITORING, AUDIT AND REPORTING

Waiving Party Name may, upon reasonable prior notice, audit records related to the Compliance Obligations to confirm Client Name's compliance. Client Name agrees to cooperate with any such audit and to produce records and personnel reasonably requested. Costs of any audit caused by suspected misrepresentation shall be borne by Client Name if the audit reveals material noncompliance.

Reporting requirements (frequency and format):

7. INDEMNIFICATION

Client Name shall indemnify, defend and hold harmless Waiving Party Name and its officers, directors and affiliates from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising from or relating to (a) any material breach of Client Name's representations, warranties or obligations under this Waiver, or (b) any fraud or intentional misrepresentation by Client Name in connection with obtaining or maintaining the waiver.

8. LIMITATION AND SCOPE OF WAIVER

The waiver granted herein is limited to the specific Compliance Fee and conditions expressly set forth in this Waiver. Except as expressly set forth herein, Waiving Party Name retains all other rights and remedies available at law or equity. This Waiver does not constitute a waiver of any regulatory or governmental obligations that cannot be waived by private agreement.

9. TERM; TERMINATION

This Waiver shall commence on the Effective Date and shall continue in full force and effect until the earliest of: (a) the expiration date: , (b) completion by Client Name of all Compliance Obligations and acceptance in writing by Waiving Party Name, or (c) termination by Waiving Party Name upon material breach by Client Name following written notice and a reasonable cure period as provided herein.

10. NOTICES

All notices required or permitted under this Waiver shall be in writing and shall be delivered to the Parties at the addresses set forth below or to such other address as either Party may specify by notice to the other in accordance with this Section.

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Waiver shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right under this Waiver shall operate as a waiver of such right, nor shall any single or partial exercise preclude other or further exercises.

12. GOVERNING LAW; VENUE

This Waiver shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The Parties agree that exclusive jurisdiction and venue for any action arising out of or relating to this Waiver shall be the state and federal courts located within that state.

13. ENTIRE AGREEMENT; SEVERABILITY

This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. If any provision of this Waiver is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

14. COUNTERPARTS

This Waiver may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be deemed effective for all purposes.

CERTIFICATION

By executing below, each signatory certifies that he or she is authorized to bind the Party for which they sign, that all information provided to obtain this waiver is true and complete, and that such Party accepts the terms and conditions of this Waiver.

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