Legal OCC Waiver

LEGAL OCC WAIVER

This Legal OCC Waiver (the "Waiver") is made and entered into as of by and between Client Name: (the "Client") and Waiver Recipient Name: (the "Recipient").

Recitals

WHEREAS, Client is a party to certain obligations, claims, rights or proceedings relating to the OCC matter described as: ; and

WHEREAS, Client desires that Recipient execute a limited waiver of specified rights and defenses as set forth herein and Recipient is willing to grant such waiver on the terms and conditions set forth in this Waiver; and

WHEREAS, the parties intend that the Waiver define the scope, duration and limitations of any such relinquishment of rights and the consideration to be provided in exchange for the waiver.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Waiver

1.1 Subject to the terms and conditions of this Waiver, Recipient hereby irrevocably and unconditionally waives and releases to the extent permitted by applicable law the specific rights, claims, defenses or objections identified in the scope below (the "Waived Rights") against Client arising from or relating to the OCC matter described in the recitals.

2. Consideration

2.1 The parties acknowledge and agree that the waiver set forth in Section 1 is supported by good and valuable consideration, including the following:

3. Term; Effective Period

3.1 The waiver granted under this Waiver shall be effective as of and shall remain in full force and effect until unless earlier terminated in accordance with Section 7.

4. Limitations and Exceptions

4.1 The Waiver is limited to the Waived Rights expressly identified in this Waiver. This Waiver does not operate as a waiver of any rights not expressly set forth herein, and does not constitute an admission of liability by either party.

5. Representations and Warranties

5.1 Each party represents and warrants to the other that: (a) it has full corporate or other power and authority to enter into this Waiver and to perform its obligations hereunder; (b) the execution and delivery of this Waiver and the performance of its obligations do not and will not violate any law, rule, regulation, contract or order binding on such party; and (c) the person executing this Waiver on behalf of such party has been duly authorized to do so.

5.2 Client further represents that it has provided Recipient with all material facts known to Client that are reasonably necessary for Recipient to evaluate the Waiver.

6. Indemnification

6.1 Client agrees to indemnify, defend and hold harmless Recipient and its affiliates, officers, directors and employees from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any breach of the representations, warranties or other obligations of Client under this Waiver or from claims arising outside the scope of the Waiver.

7. Termination

7.1 This Waiver may be terminated prior to the expiration date (a) by mutual written agreement of the parties, or (b) by either party upon material breach by the other party which remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

8. Confidentiality

8.1 The parties agree that the terms of this Waiver and any non-public information exchanged in connection herewith shall be maintained in confidence in accordance with the confidentiality obligations set forth below.

9. Notices

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

10. Amendments; Waiver

10.1 No amendment, modification or waiver of any provision of this Waiver shall be effective unless in a written instrument signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right or remedy hereunder will operate as a waiver of such right or remedy.

11. Governing Law

11.1 This Waiver shall be governed by and construed in accordance with the laws of the state of without regard to its principles of conflicts of law.

12. Entire Agreement

12.1 This Waiver constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, promises and understandings, whether written or oral, relating to the subject matter of this Waiver.

13. Severability

13.1 If any provision of this Waiver is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Waiver will remain in full force and effect and such invalid, illegal or unenforceable provision will be replaced by a valid, legal and enforceable provision that most closely reflects the parties' original intent.

14. Counterparts; Execution

14.1 This Waiver may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed to be original signatures for all purposes.

15. Miscellaneous

15.1 No third party shall be deemed a beneficiary of this Waiver unless expressly stated herein. This Waiver shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign this Waiver without the prior written consent of the other party, except to an affiliate or successor by merger or sale of substantially all assets.

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