Legal Registration Waiver

LEGAL REGISTRATION WAIVER

This Legal Registration Waiver (the "Waiver") is made on this day of , by and between Client Name: with principal address: (hereinafter "Grantor"), and Registrant Name: with principal address: (hereinafter "Recipient").

RECITALS

WHEREAS, the Grantor and Recipient have entered into certain agreements, instruments or transactions described below that may otherwise require filing, recording or registration with governmental or third-party registries;

WHEREAS, the parties desire that the Recipient be permitted to rely on limited registration actions or to refrain from initiating registration procedures in respect of specified instruments or interests, subject to the terms, conditions and limitations set forth herein; and

WHEREAS, the Grantor is willing to waive certain registration rights and procedures in exchange for the consideration and covenants recited below.

NOW, THEREFORE, in consideration of the mutual promises 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. "Registration" means any filing, recording, entry, submission, notice or public or private registration with any governmental authority, registry, filing office or third-party recordkeeping system.

2. SCOPE OF WAIVER

The Grantor hereby irrevocably waives the right to require Registration in respect of the instrument(s) and transactions described below, subject to the conditions of this Waiver:

Registration of security interests    Registration of assignments or transfers    Registration with governmental or public registry

3. LIMITED CONDITIONS

The Grantor's waiver under Section 2 is strictly limited to the specific instruments and categories identified herein and does not extend to any other obligations, rights or third-party claims except as expressly stated. The waiver is conditioned upon the Recipient's strict compliance with the representations and covenants in Section 4 and any agreed mitigation measures.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full corporate or individual 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 the obligations hereunder have been duly authorized by all necessary action; and (c) this Waiver constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

5. CONSIDERATION

The parties acknowledge that the waiver granted herein is given in exchange for consideration consisting of mutual covenants, forbearance and other good and valuable consideration, the sufficiency of which is acknowledged. If monetary consideration is agreed, state amount here:

6. LIMITATION OF LIABILITY; INDEMNITY

Except to the extent arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental or punitive damages arising from reliance on this Waiver. The Recipient shall indemnify, defend and hold harmless the Grantor from and against any loss, liability, damage or expense arising out of the Recipient's breach of this Waiver or failure to obtain any required consents from third parties in connection with matters covered by this Waiver.

7. DURATION; TERMINATION

This Waiver shall be effective as of the date set forth above and shall continue until the earlier of (a) the expiration of any statute of limitation applicable to the waived registration rights for the specific instruments described herein, or (b) the mutual written agreement of the parties to terminate this Waiver.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Waiver shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

9. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Waiver must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Waiver 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.

10. GOVERNING LAW; VENUE

This Waiver shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Waiver.

11. ENTIRE AGREEMENT; SEVERABILITY

This Waiver contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. If any provision of this Waiver is held to be invalid or unenforceable, the remainder of this Waiver shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the greatest extent permitted by law.

12. MISCELLANEOUS PROVISIONS

The parties acknowledge that they have had an opportunity to consult with counsel of their choice and that they have read and understood the terms of this Waiver. Headings are for convenience only and shall not affect interpretation. The parties agree to execute such further documents and to take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Waiver.

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