Common use of Deconversion Fee Clause in Contracts

Deconversion Fee. In the event Client requests that Mellon provide records to a successor agent, in connection with the expiration or termination of this Agreement, Client shall pay Mellon a fee for deconversion services (e.g., providing shareholder lists Exhibit D and files, producing and shipping records, answering successor agent inquiries). This fee will be based on Mellon’s then-current deconversion fee schedule. Mellon may withhold the Client’s records, reports and unused certificate stock from a successor agent pending the Client’s payment in full of all fees and expenses owed to Mellon under this Agreement. Legal, Technological Expenses: Certain expenses may be incurred in resolving legal matters that arise in the course of performing services hereunder. This may result in a separate charge to cover Mellon’s expenses (including the cost of external or internal counsel) in resolving such matters; provided that any legal expenses charged to the Clients shall be reasonable. Mellon shall use best efforts to consult with Client prior to incurring any material expenses in accordance with this paragraph. In the event any Federal regulation and/or state or local law are enacted which require Mellon to make any technological improvements and/or modifications to its current system, Client shall compensate Mellon, on a pro rata basis proportionate to the Client’s registered shareholder base, for the costs associated with making such required technological improvements and/or modifications. Record Storage: Monthly fee of $2.50 per box, with a minimum charge of $50.00.

Deconversion Fee. In the event Client requests that Mellon provide records to a successor agent, in connection with the expiration or termination of this Agreement, Client shall pay Mellon a fee for deconversion services (e.g., providing shareholder lists Exhibit D D-26 and files, producing and shipping records, answering successor agent inquiries). This fee will be based on Mellon’s then-current deconversion fee schedule. Mellon may withhold the Client’s records, reports and unused certificate stock from a successor agent pending the Client’s payment in full of all fees and expenses owed to Mellon under this Agreement. Legal, Technological Expenses: Certain expenses may be incurred in resolving legal matters that arise in the course of performing services hereunder. This may result in a separate charge to cover Mellon’s expenses (including the cost of external or internal counsel) in resolving such matters; provided that any legal expenses charged to the Clients shall be reasonable. Mellon shall use best efforts to consult with Client prior to incurring any material expenses in accordance with this paragraph. In the event any Federal regulation and/or state or local law are enacted which require Mellon to make any technological improvements and/or modifications to its current system, Client shall compensate Mellon, on a pro rata basis proportionate to the Client’s registered shareholder base, for the costs associated with making such required technological improvements and/or modifications. Record Storage: Monthly fee of $2.50 per box, with a minimum charge of $50.00.