Legal Notice of Resetting

LEGAL NOTICE OF RESETTING

This Legal Notice of Resetting (the Notice) is made as of Date: by and between Notice Issuer: with principal address: and Notice Recipient: with principal address: (Issuer and Recipient collectively, the Parties).

RECITALS

WHEREAS, the Parties previously entered into an agreement entitled dated (the Agreement), which defines rights and obligations relevant to certain operational settings, account configurations, or contractual allocations;

WHEREAS, Issuer has determined that a resetting of certain specified items, settings, allocations, or entitlements described herein is necessary to maintain contractual compliance, operational integrity, or to correct an identified material deviation; and

WHEREAS, Recipient acknowledges receipt of this Notice and understands that the resetting described in this Notice will take effect under the terms set forth below unless otherwise agreed in writing by the Parties.

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

1. DEFINITIONS

For purposes of this Notice, the following terms shall have the meanings set forth below:

"Reset" or "Resetting" means the action described in Section 2 by which Issuer restores, reconfigures, reallocates, or otherwise modifies the specified items to a defined baseline or state.

"Effective Date" means the date on which the Resetting takes effect as set forth in Section 2.

2. NOTICE OF RESETTING

Issuer hereby provides formal notice to Recipient that the following items are subject to Resetting:

The Effective Date of the Resetting shall be: unless the Parties mutually agree to a later date in writing signed by authorized representatives of both Parties.

The Resetting will be executed by Issuer in a commercially reasonable manner and consistent with the operational practices described in the Agreement or as set forth in this Notice.

3. ACTIONS REQUIRED; TIMELINE

Recipient shall take the following actions in response to this Notice within the specified compliance period:

Automatic Reset: Check if Resetting will be performed automatically by Issuer on the Effective Date.

4. CONSEQUENCES OF FAILURE TO COMPLY; REMEDIES

If Recipient fails to perform the required actions within the Compliance Period, Issuer shall be entitled to proceed with the Resetting unilaterally and to pursue any and all remedies available under the Agreement or applicable law, including injunctive relief, specific performance, recovery of costs incurred in effecting the Resetting, and damages arising from noncompliance.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Notice and to perform its obligations hereunder, and that the signer executing this Notice on behalf of each Party is duly authorized to bind such Party. Issuer represents that the Resetting described herein is not inconsistent with any material obligation under the Agreement.

6. NOTICES

All required notices, requests, and communications under this Notice shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery, and shall be effective upon receipt.

7. GOVERNING LAW; VENUE

This Notice shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Notice.

8. ENTIRE AGREEMENT; SEVERABILITY

This Notice, together with the Agreement referenced herein, constitutes the entire understanding between the Parties with respect to the subject matter of this Notice and supersedes all prior negotiations and communications on that subject. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. AMENDMENT; WAIVER; COUNTERPARTS

No modification, amendment, or waiver of any provision of this Notice shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not be deemed a waiver of any subsequent breach. This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. EFFECT OF ACKNOWLEDGMENT

Recipient's signature below constitutes acknowledgment of receipt of this Notice and Recipient's understanding of the Resetting procedure, timing, and potential consequences of noncompliance as set forth herein.

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