In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Input: Consider Input: EXHIBIT 10.3

Yield Maintenance Agreement

[LOGO UBS]

Date:               27 April 2006

To:                 Wells Fargo Bank, N.A., not individually, but solely as                     Master Servicer on behalf of Wells Fargo Mortgage Backed                     Securities 2006-6 Trust (Counterparty)

Attention:          Swaps Administration

From:               UBS AG, London Branch (UBS AG)

Subject:            Interest Rate Cap Transaction                     UBS AG Ref: 37346733

Dear Sirs

The purpose of this communication is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below. This Confirmation constitutes a Confirmation as referred to in the Master Agreement or Agreement specified below.

The definitions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between any of the definitions listed above and this Confirmation, this Confirmation will govern.

If you and we are parties to a master agreement that governs transactions of this type (whether in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border)(the ISDA Form) or any other form (a Master Agreement), then this Confirmation will supplement, form a part of, and be subject to that Master Agreement. If you and we are not parties to such a Master Agreement, then you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Form, with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement, this Confirmation will supplement, form a part of and be subject to and governed by that agreement, except as expressly modified below. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a Confirmation) confirming transactions (each a Transaction) entered into between us (notwithstanding anything to the contrary in a confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had executed an agreement in such form (but without any Schedule except for the election of the laws of New York as the Governing Law and U.S. Dollars as the Termination Currency) on the Trade Date of the first Transaction between us (hereinafter the Agreement). In the event of any inconsistency between the provisions of any such Agreement and this Confirmation, this Confirmation will prevail for the purposes of this Transaction.

The terms of the particular Swap Transaction to which this Confirmation relates are as follows:

General Terms

Trade Date:                       27 April 2006

Effective Date                    01 April 2006

Termination Date:                  1 April 2009

Calculation Amount:               The lesser of (a) USD 20,000,000.00 and (b)                                   the aggregate Principal Balance (as defined                                   in the Pooling and Servicing Agreement) of the                                   Class I-A-22 Certificates as of the last day                                   of the relevant Calculation Period.

Seller of the Cap:                UBS AG

Buyer of the Cap:                 Counterparty

Calculation Agent:                UBS AG

Business Days:                    New York

Broker:                           None

Fixed Amounts

Fixed Rate Payer:                Counterparty

Fixed Amount:                    USD[              ]

Fixed Rate Payer Payment Date:   27 April 2006

Business Day Convention:         Not Applicable

Floating Amounts





Floating Rate Payer:             UBS AG

Cap Rate:                        5.0 percent per annum

Floating Amount:                 To be determined in accordance with the                                  following formula:                                  Greater of                                  (1)Calculation  Amount *  Floating  Rate Day                                  Count Fraction * (Floating Rate Option - Cap                                  Rate) and (2) 0

Floating Rate Option:            USD-LIBOR-BBA

Designated Maturity:             One Month

Spread:                          None

Floating Rate Day Count          30/360 Fraction:

Floating Rate Payer Period       01 January,  01 February,  01 March,  01 April, End  Dates:                      01 May, 01 June, 01 July, 01 August, 01                                  September,  01 October, 01 November and 01                                  December, in each year, from and including 01                                  May 2006, up to and including the Termination                                  Date, subject to adjustment in accordance with                                  the Business DayConvention specified                                  immediately below, and thereshall be No                                  Adjustment to the Period End Dates.

Floating Rate Payer Payment      Delayed  Payment shall be applicable.  The Dates:                           FloatingRate  Payer  Payment  Dates  shall be                                  two  Business Days prior to 25 January, 25                                  February, 25 March, 25 April, 25 May, 25 June,                                  25 July, 25 August, 25 September, 25 October,                                  25 November and 25 December, in each year, from                                  and including 25 May 2006, up to and including                                  25 April 2009, notwithstanding the specified &bbsp;                                Termination Date, subject to adjustment in                                  accordance with the Business Day Convention                                  specified immediately below.

Reset Dates:                     First day of each Calculation Period.

Business Day Convention:         Modified Following

Additional Provisions

(i)     Specified Transaction shall have the meaning specified in Section 14         of the ISDA Form.

(ii)    The Breach of Agreement provisions of Section 5(a)(ii) of the ISDA         Form will be applicable to UBS AG and inapplicable to the Counterparty.

(iii)   The Credit Support Default provisions of Section 5(a)(iii) of the ISDA         Form will be inapplicable to UBS AG and the Counterparty.

(iv)    The Misrepresentation provisions of Section 5(a)(iv) of the ISDA Form         will be inapplicable to UBS AG and the Counterparty.

(v)     The Default Under Specified Transaction provisions of Section 5(a)(v)         of the ISDA Form will be inapplicable to UBS AG and the Counterparty.

(vi)    The Cross Default provisions of Section 5(a)(vi) of the ISDA Form will         be inapplicable to UBS AG and the Counterparty.

(vii)   The Credit Event Upon Merger provisions of Section 5(b)(iv) of the         ISDA Form will be inapplicable to UBS AG and the Counterparty.

(viii)  The Automatic Early Termination provision of Section 6(a) of the ISDA         Form will be inapplicable to UBS AG and the Counterparty.

(ix)    Severability. If any term, provision, covenant, or condition of this         Agreement, or the application thereof to any party or circumstance,         shall be held to be invalid or unenforceable (in whole or in part) for         any reason, the remaining terms, provisions, covenants, and conditions         hereof shall continue in full force and effect as if this Agreement had         been executed with the invalid or unenforceable portion eliminated, so         long as this Agreement as so modified continues to express, without         material change, the original intentions of the parties as to the         subject matter of this Agreement and the deletion of such portion of         this Agreement will not substantially impair the respective benefits or         expectations of the parties; provided, however, that this severability         provision will not be applicable if any provision of Section 2, 5, 6 or         13 (or any definition or provision in Section 14 to the extent it         relates to, or is used in or in connection with, such section) is held         to be invalid or unenforceable, provided, further, that the parties         agree to first use reasonable efforts to amend the affected provisions         of Section 2, 5, 6 or 13 (or any definition or provision in Section 14         to the extent it relates to, or is used in or in connection with, such         section) so as to preserve the original intention of the parties.

The parties shall endeavor to engage in good faith negotiations to         replace any invalid or unenforceable term, provision, covenant or         condition with a valid or enforceable term, provision, covenant or         condition, the economic effect of which comes as close as possible to





that of the invalid or unenforceable term, provision, covenant or         condition.

(x)     Consent to Recording. Each party hereto consents to the monitoring or         recording, at any time and from time to time, by the other party of any         and all communications between officers or employees of the parties,         waives any further notice of such monitoring or recording, and agrees to         notify its officers and employees of such monitoring or recording.

(xi)    Waiver of Jury Trial. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO         TRIAL BY JURY IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT,         ANY CREDIT SUPPORT DOCUMENT TO WHICH IT IS A PARTY, OR ANY TRANSACTION.         EACH PARTY ALSO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT         TO THE OTHER PARTY'S ENTERING INTO THIS AGREEMENT.

(xii) Fully Paid Transaction. Notwithstanding the terms of Sections 5 and             6 of the Agreement, if Counterparty has satisfied all of its payment             obligations under Section 2(a)(i) of the Agreement with respect to             this Transaction, and unless UBS AG is required to return (whether             pursuant to an order of a court with due authority to cause UBS AG             to be required to return any such payment to Counterparty (or any             duly authorized representative thereof) or whether otherwise             pursuant to appropriate proceedings to return to Counterparty (or             any duly authorized representative thereof)) or UBS AG otherwise             returns to Counterparty (or any duly authorized representative             thereof) upon demand of Counterparty (or any duly authorized             representative thereof) any portion of such payment, then: (a) the             occurrence of an event described in Section 5(a) of the Agreement             with respect to Counterparty shall not constitute an Event of             Default or Potential Event of Default with respect to Counterparty             as the Defaulting Party in respect of this Transaction and (b) UBS             AG shall be entitled to designate an Early Termination Date pursuant             to Section 6 of the Agreement in respect of this Transaction only as             a result of a Termination Event set forth in either Section 5(b)(i)             or Section 5(b)(ii) of the Agreement with respect to UBS AG as the             Affected Party or Section 5(b)(iii) of the Agreement with respect to             UBS AG as the Burdened Party. For purposes of the Transaction to             which this Confirmation relates, Counterparty's only obligation             under Section 2(a)(i) of the Agreement is to pay the Fixed Amount on             the Fixed Rate Payer Payment Date, each as defined in this             Confirmation.

(xiii)  Governing Law. The parties to this Agreement hereby agree that the law         of the State of New York shall govern their rights and duties in whole         without regard to the conflict of law provisions thereof (other than New         York General Obligations Law Sections 5-1401 and 5-1402).

(xiv)   Non-Recourse. Notwithstanding any provision herein or in the ISDA Form         to the contrary, the obligations of Counterparty hereunder are limited         recourse obligations of Counterparty, payable solely from the Trust         Estate (as defined in the Pooling and Servicing Agreement) and the         proceeds thereof to satisfy Counterparty's obligations hereunder. In the         event that the Trust Estate and proceeds thereof should be insufficient         to satisfy all claims outstanding and following the realization of the         Trust Estate and the distribution of the proceeds thereof in accordance         with the Pooling and Servicing Agreement, any claims against or         obligations of Counterparty under the ISDA Form or any other         confirmation thereunder, still outstanding shall be extinguished and         thereafter not revive.

(xv)    Set-Off. Notwithstanding any provision of this Agreement or any other         existing or future agreement, each party irrevocably waives any and all         rights it may have to set off, net, recoup or otherwise withhold or         suspend or condition payment or performance of any obligation between it         and the other party hereunder against any obligation between it and the         other party under any other agreements. The provisions for Set-off set         forth in Section 6(e) of the Agreement shall not apply for purposes of         this Transaction; provided, however, that upon the designation of any         Early Termination Date, in addition to, and not in limitation of any         other right or remedy under applicable law, UBS AG may, by notice to         Counterparty require Counterparty to set off any sum or obligation that         UBS AG owed to Counterparty against any collateral currently held by         Counterparty that UBS AG has posted to Counterparty, and Counterparty         shall effect such setoff promptly, if and to the extent permitted to do         so under applicable law, provided that Counterparty's exercise of this         setoff is not stayed or otherwise delayed by order of any court,         regulatory authority or other governmental agency or any receiver other         person appointed in respect of UBS AG or any of its property.

(xvi)   Proceedings. UBS AG covenants and agrees that it will not institute         against or join any other person in instituting against the Counterparty         any bankruptcy, reorganization, arrangement, insolvency, winding up or         liquidation proceedings, or other proceedings under any United States         federal or state law, or other bankruptcy, insolvency, liquidation, or         similar law, in connection with any obligations relating to this         Transaction or otherwise prior to the date that is one year and one day         or, if longer, the applicable preference period after all the         Certificates (as defined below) have been paid in full; provided, that         this paragraph shall not restrict or prohibit UBS AG, after the filing         of any proceeding filed independently of UBS AG, from joining any other         person, including without limitation the Master Servicer, in any         bankruptcy, reorganization, arrangement, insolvency, moratorium,         liquidation or other analogous proceedings relating to Counterparty         under any bankruptcy or similar law.





(xvii)  The ISDA Form is hereby amended as follows: for the purposes of this         Transaction, the word third shall be replaced by he word first in         the third line of Section 5(a)(i) of the ISDA Form; provided, however,         that notwithstanding the foregoing, an Event of Default shall not occur         under either if, as demonstrated to the reasonable satisfaction of the         other party, (a) the failure to pay or deliver is caused by an error or         omission of an administrative or operational nature; and (b) funds or         the relevant instrument were available to such party to enable it to         make the relevant payment or delivery when due; and (c) such relevant         payment is made within the earlier of (a) three Business Days following         receipt of written notice from an the other party of such failure to pay         or (b) 12:00 p.m. Eastern Standard Time on the Distribution Date (as         defined in the Pooling and Servicing Agreement) immediately following         the failure to pay.

(xviii) Multibranch Party. For the purpose of Section 10(c) of the Agreement:

(i)     UBS AG is a Multibranch Party and may act through its branches                 in any of the following territories or countries: England and                 Wales, France, Hong Kong, United States of America, Singapore,                 Sweden and Switzerland.

(ii)    Counterparty is not a Multibranch Party.

(xix)   Offices. Section 10(a) of the ISDA Form shall apply with respect to UBS         AG.

(xx)    Payments on Early Termination. For the purpose of Section 6(e) of this         Agreement:

(i)     Market Quotation will apply.         (ii)    The Second Method will apply.

(xxi)   Event of Default relating to Bankruptcy. Clause (2) of Section 5(a)(vii)         shall not apply to Counterparty.

(xxii)  Affiliate will have the meaning specified in Section 14 of the ISDA         Form Master Agreement, provided that the Counterparty shall be deemed to         not have any Affiliates for purposes of this Agreement, including for         purposes of Section 6(b)(ii).

(xxiii) Compliance with Regulation AB.

(i) UBS AG agrees and acknowledges that Wells Fargo Asset Securities Corporation (the Depositor) is required under Regulation AB under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the Exchange Act) (Regulation AB), to disclose certain financial information regarding UBS AG, depending on the aggregate Significance Percentage (as defined in Item 1115 of Regulation AB) of all Transactions under this Agreement, together with any other transactions that fall within the meaning of derivative contracts for the purposes of Item 1115 of Regulation AB between UBS AG and Counterparty, as calculated from time to time in accordance with the Calculation Methodology (as defined below).

(ii) It shall be a swap disclosure event (Swap Disclosure Event) if, on any Business Day after the date hereof, the Depositor notifies UBS AG the Significance Percentage has reached one of the thresholds for significance of derivative contracts set forth in Item 1115 of Regulation AB (based on a reasonable determination by the Depositor, in good faith and using the Calculation Methodology, of such Significance Percentage).

(iii) Upon the occurrence of a Swap Disclosure Event, UBS AG, at its own expense, shall (a) provide to the Depositor the applicable Swap Financial Disclosure (as defined below), (b) secure another entity to replace UBS AG as party to this Agreement on terms substantially similar to this Agreement and subject to prior notification to the Swap Rating Agencies, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds (or which satisfies the Rating Agency Condition) and which entity is able to provide the appropriate Swap Financial Disclosure or (c) obtain a guaranty of UBS AG's obligations under this Agreement from an affiliate of UBS AG that is able to comply with the financial information disclosure requirements of Item 1115 of Regulation AB, such that disclosure provided in respect of the affiliate will, in the judgment of counsel to the Depositor, satisfy any disclosure requirements applicable to the Swap Provider, cause such affiliate to provide Swap Financial Disclosure and cause such affiliate to provide indemnity for the Swap Financial Disclosure that is reasonably acceptable to the Depositor. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by reference to or incorporation by reference from reports filed pursuant to the Exchange Act.

(iv) UBS AG agrees that, in the event that UBS AG provides Swap Financial Disclosure to the Depositor in accordance with paragraph (iii)(a) above, or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with paragraph (iii)(c) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities (any Damage) caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however that the foregoing shall not apply to any Damage caused by the negligence or any willful action of the Depositor or any other party (other than UBS AG or any of its affiliates or any of their respective agents), including without limitation any failure to calculate the Significance Percentage according to the terms of this Agreement or to make any





filing as and when required under Regulation AB.

(v) In the event that UBS AG provides the information referred to above, such information shall be provided not later than five (5) business days prior to the date in which the Master Servicer is required to file a Form 10-D for such Distribution Date.

For the purposes hereof:

Calculation Methodology means such method for determining maximum probable exposure of a derivative contract as reasonably determined by the Depositor.

Swap Financial Disclosure means the financial information specified in Item   1115 of Regulation AB relating to the applicable Significance Percentage and   any necessary auditors consents relating to such financial information.

Additional Termination Events:

The following Additional Termination Events will apply to UBS AG:

1. Ratings Event. If a Ratings Event (as defined below) has occurred and UBS AG has not complied with the requirements set forth in the succeeding paragraph within the 30 day time period specified therein, then an Additional Termination Event shall have occurred with respect to UBS AG and UBS AG shall be the sole Affected Party with respect to such an Additional Termination Event.

Rating Agency Downgrade:

If a Ratings Event occurs with respect to UBS AG, then UBS AG shall, at       its own expense, (i) assign this Transaction hereunder to a third party       within thirty (30) days of such Ratings Event that meets or exceeds, or as       to which any applicable credit support provider meets or exceeds, the       Approved Rating Threshold (as defined below) on terms substantially       similar to this Confirmation or (ii) deliver collateral acceptable in a       form and amount acceptable to Fitch Ratings (Fitch) and Moody's       Investors Service Inc. (Moody's) within thirty (30) days of such Ratings       Event and subject to written confirmation from Fitch and Moody's that       delivery of such collateral in the context of such downgrade will not       result in a withdrawal, qualification or downgrade of the then current       ratings assigned to the Certificates. For the avoidance of doubt, a       downgrade of the rating on Wells Fargo Mortgage Backed Securities 2006-6       Trust, Mortgage Pass-Through Certificates, Series 2006-6, Class I-A-22       (the Certificates) could occur in the event that UBS AG does not post       sufficient collateral.

For purposes of this Transaction, a Ratings Event shall occur with       respect to UBS AG if its long term unsecured debt rating (the Long Term       Rating) ceases to be rated at least A1 by Moody's Investors Service,       Inc. or at least A+ by Fitch Ratings (such ratings being referred to as       the Approved Ratings Threshold), (unless, within 30 days after such       withdrawal or downgrade Fitch and Moody's have reconfirmed the rating of       the Certificates which were in effect immediately prior to such withdrawal       or downgrade).

2. Swap Disclosure Event. If upon the occurrence of a Swap Disclosure Event (as defined in paragraph (xxiii) above), UBS AG has not, within 5 business days after such Swap Disclosure Event complied with any of the provisions set forth in paragraph (xxiii) above, then an Additional Termination Event shall have occurred with respect to UBS AG with UBS AG as the sole Affected Party with respect to such Additional Termination Event.

Transfer, Amendment and Assignment:

No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction (other than the pledge of this Transaction to the Master Servicer pursuant to the Pooling and Servicing Agreement) shall be permitted by either party unless Moody's and Fitch have been provided notice of the same and confirm in writing (including by facsimile transmission) that they will not downgrade, qualify, withdraw or otherwise modify its then-current rating of the Certificates; provided however that except with respect to a transfer at the direction of UBS, nothing in this provision shall impose any obligation on UBS to give notice to any rating agency.

Permitted Security Interest:

For purposes of Section 7 of the Agreement, UBS AG hereby consents to the Permitted Security Interest.

Permitted Security Interest means the collateral assignment by the Counterparty of the Cap Collateral to the Master Servicer pursuant to the Pooling and Servicing Agreement, and the granting to the Master Servicer of a security interest in the Cap Collateral pursuant to the Pooling and Servicing Agreement.

Cap Collateral means all right, title and interest of the Counterparty in this Agreement, each Transaction hereunder, and all present and future amounts payable by UBS AG to the Counterparty under or in connection with the Agreement or any Transaction governed by the Agreement, whether or not evidenced by a Confirmation, including, without limitation, any transfer or termination of any such Transaction.

Payer Tax Representations

For the purposes of Section 3(e) of the Master Agreement, UBS AG will make the





following representation and Counterparty will not make the following representation: it is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the Master Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Master Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Master Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position.

Payee Tax Representations

For the purpose of Section 3(f) of the ISDA Form, UBS AG makes the following representation:

It is a non-U.S. branch of a foreign person as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the Regulations) for United States federal income tax purposes.

For the purpose of Section 3(f) of the ISDA Form, the Counterparty makes the following representations:

1.    The Counterparty is a New York common law trust and is regarded as a          Real Estate Mortgage Investment Conduit for federal income tax          purposes.

2.    It is a U.S. person (as that term is used in section          1.1441-4(a)(3)(ii) of the United States Treasury Regulations for United          States federal income tax purposes.

Agreement to Deliver Documents

For purposes of Section 4(a)(i) and (ii) of the ISDA Form, the parties agree to deliver the following documents as applicable.

Party required       Form/Document/            Date by which to deliver           Certificate               to be delivered document

UBS AG and           Any form or document      Promptly upon Counterparty         required or reasonably    reasonable                      requested to allow the    demand by the                      other party to make       other party.                      payments without any                      deduction or                      withholding for or on                      account of any Tax, or                      with such deduction or                      withholding at a                      reduced rate. Counterparty         One duly executed and     Promptly upon                      completed U.S. Internal   reasonable                      Revenue Service Form      demand by the                      W-9 (or successor         other party                      thereto)

Party required to  Form/Document/             Date by which to  Covered by Section deliver document   Certificate                be delivered      3(d) Representation                                                         UBS AG             Any documents required     Upon the          Yes                    by the receiving party     execution and                    to evidence the            delivery of                    authority of the           this Agreement                    delivering party for it    and such                    to execute and deliver     Confirmation                    this Confirmation and to                    evidence the authority                    of the delivering party                    to perform its                    obligations under this                    Agreement or the                    Transaction governed by                    this Confirmation

UBS AG             A certificate of an        Upon the          Yes                    authorized officer of the  execution and                    party, as to the           delivery of                    incumbency and authority   this                    of the respective          Confirmation                    officers of the party                    signing this Confirmation

UBS AG             Opinion of Counsel for     No later than     No                    UBS AG                     15 days after





closing

Relationship Between Parties Each party will be deemed to represent to the other party on the date on which it enters into this Transaction that (in the absence of a written agreement between the parties which expressly imposes affirmative obligations to the contrary for this Transaction):

(a) Non-Reliance. Each party is acting for its own account, and has made its own independent decisions to enter into this Transaction and this Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Each party is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanation relating to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction.

(b) Assessment and Understanding. Each party is capable of assessing the merits of and understands (on its own behalf or through independent professional advice), and accepts, the terms, conditions and risks of this Transaction. Each party is also capable of assuming and assumes, the risks of this Transaction.

(c) Status of the Parties. Neither party is acting as a fiduciary for or as an adviser to the other in respect of this Transaction.

(d) Eligible Contract Participant. Each party constitutes an eligible contract participant as such term is defined in Section 1(a)12 of the Commodity Exchange Act, as amended.

Master Servicer Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Master Servicer (i) this Confirmation is executed and delivered by Wells Fargo Bank, N.A., not in its individual capacity, but solely as Master Servicer with respect to Wells Fargo Mortgage Backed Securities 2006-6 Trust (the Trust) under the Pooling and Servicing Agreement, dated as of April 27, 2006 (the Pooling and Servicing Agreement) in the exercise of the powers and authority conferred upon and vested in it thereunder and pursuant to instruction set forth therein, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by Wells Fargo Bank, N.A., but is made and intended for the purpose of binding only the Trust, (iii) nothing herein contained shall be construed as imposing any liability on Wells Fargo Bank, N.A. individually or personally, to perform any covenant either express or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, and (iv) under no circumstances shall Wells Fargo Bank, N.A. in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Confirmation or any other related documents (other than the Master Servicer's express obligations under the Pooling and Servicing Agreement).

References in this clause to a party shall, in the case of UBS AG and where the context so allows, include references to any affiliate of UBS AG.

Account Details for UBS AG: Currency:                USD Correspondent Bank:      UBS AG, STAMFORD BRANCH Swift Address:           UBSWUS33XXX Favour:                  UBS AG LONDON BRANCH Swift Address:           UBSWGB2LXXX Account No:              101-wa-140007-000

Offices (a) The office of UBS AG for the Interest Rate Cap Transaction is London; and The office of Counterparty for the Interest Rate Cap Transaction is:

9062 Annapolis Road Columbia, Maryland 21045 Attn: Client Manager - WFMBS 2006-6 Telephone: 410.884.2000 Fax: 410.715.2380

Contact Names at UBS AG: Payment Inquiries        Elisa Doctor                Email:                                       &bbsp;              DL-USOTCRATES-SETTS@ubs.com

Phone: 203.719.1110 Pre Value Payments:      Pre Value Payment           203.719.1110                          Investigations: Post Value Payments:     Post Value Payment          203.719.1110                          Investigations: Confirmation Queries:    Confirmation Control:       203.719.3373 ISDA Documentation:      Credit Risk Management:     212.713.1170 Swift:                   UBSWGB2L Fax:                     203.719.0274 Address:                 UBS AG





100 Liverpool Street                          London EC2M 2RH

Address for notices or communications to the Counterparty:

9062 Old Annapolis Road Columbia, MD 21045 Attn: Corporate Trust Services - WFMBS 2006-6

Payments to Counterparty: Wells Fargo Bank, NA San Francisco, CA ABA #: 121-000-248 Acct #: 3970771416 Acct Name: SAS Clearing For Further Credit: Interest Rate Cap, Account # 50915701

(For all purposes)

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter or facsimile substantially similar to this letter, which letter or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms or by sending to us a return letter or facsimile in the form attached.

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Yours Faithfully For and on Behalf of UBS AG, London Branch

By: /s/ Todd Harper                  By: /s/ Mark J. Evans II

Name :  Todd Harper                  Name  : Mark J. Evans II Title : Associate Director           Title:  Director         UBS Operations                       Operations

Acknowledged and Agreed by Wells Fargo Bank N.A., not individually, but solely as Master Servicer on behalf of Wells Fargo Mortgage Backed Securities 2006-6 Trust By: /s/ Jennifer L. Richardson

Name :   Jennifer L. Richardson Title :  Assistant Vice President

UBS AG London Branch, 1 Finsbury Avenue, London, EC2M 2PP UBS AG is a member of the London Stock Exchange and is regulated in the UK by the Financial Services Authority.  Representatives of UBS Limited introduce trades to UBS AG via UBS Limited. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Output: Notwithstanding any provision herein or in the ISDA Form         to the contrary, the obligations of Counterparty hereunder are limited         recourse obligations of Counterparty, payable solely from the Trust         Estate (as defined in the Pooling and Servicing Agreement) and the         proceeds thereof to satisfy Counterparty's obligations hereunder.


Input: Consider Input: Exhibit 10.34 EVENT SPONSORSHIP AGREEMENT This Event Sponsorship Agreement (Agreement) is made and effective as of February 1, 2019 (the Effective Date), by and between Newegg Inc. (Newegg), a Delaware corporation, and Allied Esports International, Inc., a Nevada corporation (Allied). Newegg and Allied are hereinafter referred to jointly as the Parties and each as a Party. BACKGROUND A. Newegg, an online retailer of items including computer hardware and consumer electronics, is in the business of developing, marketing, selling and supporting gaming accessories and memory products, and proposes to provide promotional and product support as a sponsor for the HyperX Esports Arena Las Vegas (the Arena). B. Allied is an esports organization that owns and controls the Commercial Rights (as hereinafter defined) to the Arena and wishes to grant rights to Newegg in respect of Newegg's sponsorship of the Arena pursuant to this Agreement. C. Each of the Parties undertakes obligations to the other Party as provided in this Agreement. For valuable consideration received, including the Parties' respective covenants in this Agreement, the Parties hereby agree as follows: 1. Scope of this Agreement. Newegg agrees to provide certain financial sponsorship, including fees to Allied in connection with the Arena and Allied agrees to grant certain rights to Newegg, all as described in this Agreement. 2. Certain Definitions. When used in this Agreement, the following terms have the following meanings: 2.1 Commercial Rights means any and all rights of a commercial nature connected with the Arena, including image rights, broadcasting rights, new media rights, endorsement and official supplier rights, sponsorship rights, merchandising rights, licensing rights, advertising rights, hospitality rights and all intellectual property rights in and to the foregoing. 2.2 Including, Includes and similar words means including but not limited to and shall mean in all contexts without limitation. 2.3 Intellectual Property Rights means rights protecting or governing intellectual property rights, including all now known and hereafter existing: (i) copyright and related rights in original works of authorship and all rights to use, commercialize, and exploit such rights; (ii) rights on trademarks, service marks, trade names, logos, trade dress, indicia of origin, and other commercial names; (iii) trade secret rights including, without limitation, all rights in confidential information, trade secret, know-how and other proprietary and/or confidential materials and information, whether arising by law or contract; (iv) patent rights, rights in patentable inventions and processes, utility models, designs, algorithms and other industrial property rights; and (v) other intellectual property rights and proprietary rights of every kind and nature throughout the world, whether arising by operation of law, by contract, by license or otherwise in any form, media or technology now known or later developed. 2.4 Newegg Marks means the Newegg trademarks and logos set out in Schedule 1, together with any accompanying artwork, design, slogan, text and other collateral marketing signs of Newegg. 2.5 Allied Marks means Allied's trademarks to be used for all promotion, advertising and marketing of the Arena, as set out in Schedule 2, including the texts, slogans, logos, trademarks, images, photographs, information, audio and video materials and other materials owned (or licensed from a third party) by Allied and used in or in connection with the Arena, and including Allied's name and the names used for any parts of the Arena.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





2.6 Sponsorship Benefits means the benefits Newegg will provide Allied, including the license granted in Section 6.1 and the fee stated in Schedule 3. 2.7 Sponsorship Rights means the bundle of rights, services and deliverables Allied will provide to Newegg as set out in Schedule 4, which includes the license of, and rights with respect to, Allied Marks granted in Section 5. 2.8 Technology E-Commerce (or E-Tail) means the Arena partnership category that Allied is granting to Newegg and is defined as including technology-focused products in categories including computer systems, components, electronics, gaming, networking, office solutions, software & services, automotive and industrial, home and tools, health & sports, and hobbies and toys. For purposes of clarity, this does not include apparel and accessories. 2.9 Term has the meaning given in Section 3 of this Agreement. 2.10 Sponsorship Fee has the meaning given in Schedule 3 of this Agreement. 2.11 Venue means the premises where events wi ll occur. 3. Term of this Agreement. This Agreement shall be valid for five (5) years from February 1, 2019 through January 31, 2024 unless this Agreement is terminated earlier pursuant to Section 14 (the Term). For the purpose of clarity, the second year of this Agreement starts February 1, 2020, and the third year of this Agreement starts February 1, 2021 the fourth year of this Agreement starts February 1, 2022, and the fifth and final year of this Agreement starts February 1, 2023. 4. Allied Obligations and Newegg Sponsorship Obligations 4.1 Allied shall provide, by the license granted in Section 5.1 and otherwise as appropriate, to or for the benefit of Newegg, the Sponsorship Rights, including generally providing advertising space in all of Allied's media and participation in Allied's marketing activities relating to the Arena 4.2 Newegg shall provide to Allied the Sponsorship Benefits set out in Schedule 3, including paying the Sponsorship Fee as provided in that Schedule. Any value-added, goods and services, or similar tax or duty imposed by any government or tax authority on any Sponsorship Benefit shall be borne solely by Allied. 4.3 During third-party event buyouts, Newegg's sponsorship benefits will run at the discretion of the third-party and may not be included for select events. Newegg's pass-through rights are limited to both Newegg and Allied-owned and operated events. 5. Allied's License to Newegg 5.1 Allied grants Newegg a non-exclusive, royalty-free, non-assignable, non-transferable, and non- sublicensable worldwide license to use, publicly display, transmit, broadcast, stream, distribute and reproduce the Allied Marks in all approved forms and in manners for the purposes of this Agreement during the Term. Allied acknowledges and agrees that Newegg shall not pay any fees or royalties for the license of the Allied Marks, except the Sponsorship Fee specified in Schedule 3. 5.2 Without limitation of any other provision of this Agreement, failure by Allied to comply with the provisions of Sections 5.1 shall be deemed as a material breach of this Agreement and Newegg has the right to terminate this Agreement subject first to the cure provisions in Section 14.1 and be discharged from any further obligation to pay the Sponsorship Fee. If any portion of the Sponsorship Fee shall have previously been paid for any period following such termination by Newegg, the Sponsorship Fee shall be prorated and Allied shall immediately refund the portion corresponding to the unused period of the Term.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





6. Newegg's License to Allied; Allied's Obligations Regarding Newegg Marks and Products 6.1 Newegg grants Allied a revocable, non-transferrable, non-assignable (whether voluntarily, or as a result of a change of control, or by operation of law), non-sublicensable, non-exclusive and limited license to use, during the Term, the Newegg Marks solely in connection with Allied's marketing and conduct of the Arena. 6.2 Allied acknowledges and agrees that Newegg has valuable goodwill and reputation in the Newegg Marks and that Newegg is and shall be at all times the sole and exclusive owner of rights, including Intellectual Property Rights, in and related to the Newegg Marks. Allied does not acquire any right, title, or interest in or to the Newegg Marks by virtue of the limited license granted in Section 6.1, or through Allied's permitted use of the Newegg Marks, other than the right to use such Newegg Marks in accordance with that license. Allied acknowledges that its use of the Newegg Marks pursuant to this Agreement, and all goodwill associated with such use, shall inure exclusively to the benefit of Newegg. Allied further acknowledges and agrees that Newegg shall have sole control and final editorial say, in Newegg's sole discretion, over the marketing/promotion, appearance, design, layout, placement, and presentation of Newegg's Products, including all packaging, advertisements and other marketing and promotional materials relating to the Newegg Products. 6.3 Allied shall use the Newegg Marks only in strict compliance with the terms and conditions of this Agreement. Allied's use of the Newegg Marks (a) shall be subject to Newegg's right of review and approval, and prior direction and control, to be exercised in Newegg's sole discretion, and (b) shall, at all times, meet or exceed Newegg's trademark-usage guidelines and quality standards which may be provided by Newegg from time to time (Acceptable Quality Standards). Without limiting any other provision of this Section 6.3, if at any time Newegg reasonably determines that Allied's use of the Newegg Marks fails to comply with this Agreement or to conform to the Acceptable Quality Standards, Allied shall, within five (5) days of receipt of notice from Newegg, correct its use of the Newegg Marks so that its use is in compliance with this Agreement and the Acceptable Quality Standards or cease using, and remove, the Newegg Marks from all of Allied's videos, streams and other publications in all media (Allied's Correction Action). Allied's obligation to take and complete Allied's Correction Action shall survive any expiration or termination of this Agreement. 6.4 Allied shall not at any time do, or cause to be done, directly or indirectly any act that may impair or tarnish any part of Newegg's goodwill and reputation in the Newegg Marks and the Newegg Products. Without limiting the preceding sentence, Allied agrees not to use the Newegg Marks in any advertising materials or conduct any activities in a manner that may be seen to unreasonably modify, alter, detract from or impair the integrity, character, or dignity of the Newegg Marks or reflect unfavorably upon Newegg or Newegg Products. 6.5 In exercise of the rights granted in Section 6.1, Allied shall always use the Newegg Marks in a manner that significantly distinguishes them from any surrounding text or other logo or source designation. Except as may be expressly authorized in writing by Newegg, Allied shall not use the Newegg Marks as a co-brand with any third-party mark. Allied agrees to use the Newegg Marks only in the form and with only the content provided by Newegg. The Newegg Marks may not be altered in any manner. The Newegg Marks must include a ™ or ® symbol as part of the Newegg Marks, as provided by Newegg. Where practicable, the following trademark notice must appear in close proximity to the Newegg Marks and the ownership of the Newegg Marks must be identified: Newegg and the Newegg logo are trademarks of Newegg Incorporated. 7. Exclusivity of Sponsorship Rights for Newegg 7.1 In all of Allied's actions and publications (in all media and formats) in connection with the marketing and conducting of the Events, where possible and appropriate, Allied shall where reasonably practicable communicate that Newegg is the exclusive sponsor of the Arena for the technology e-commerce and online retailer categories. 7.2 Allied shall not endorse, or permit the marketing of any other company whose principal business is as an e-commerce provider at or in connection with the Arena. For purposes of clarity, this is not meant to prohibit incidental third-party endorsements not controlled by Allied such as individual player and team sponsorships of participants in events at the Arena.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





8. Refund or Reduction of Sponsorship Fee 8.1 Without limitation of other rights of Newegg under this Agreement, the Parties agree to negotiate a reasonable reduction and, where applicable, the refund of the Sponsorship Fee to reflect any material restriction in the benefit or value of the Sponsorship Rights to Newegg, including as a result of any change in any laws or regulatory provisions which has an adverse impact on the value of the Sponsorship Rights. 8.2 If Allied fails to perform or provide the Sponsorship Rights in accordance with the terms of this Agreement, Newegg shall, without limiting its other rights or remedies, have one or more of the following rights: (a) to refuse to accept any subsequent performance of the Sponsorship Rights which Allied attempts to make; and (b) where Newegg has paid in advance for Sponsorship Rights that have not been provided by Allied, to have such sums refunded by Allied. 9. Certain Material Covenants of Allied 9.1 Allied shall organize and host events, both online and at the Venue, at its sole cost and expense in accordance with the terms of this Agreement, and perform and cause to be performed the Sponsorship Rights with reasonable skill and care and in accordance with generally recognized commercial practices and standards. 9.2 Allied shall use its best endeavours to deliver or ensure the delivery to Newegg of each and all of the Sponsorship Rights. Without limitation of the preceding sentence or any other provision of this Agreement, Allied shall identify and name Newegg as a Founding Partner, and as the exclusive Technology E-Commerce (or E-tail) Partner, of the Arena and in all of Allied's marketing materials in connection with the Arena where reasonably practicable. 9.3 Allied shall ensure that all relevant Newegg signage and advertising to be delivered as part of the Sponsorship Rights is properly in place, and operational and not concealed or obscured from view. 9.4 Allied confirms that, whenever possible, it will ensure that Newegg Marks will be present in accordance with this Agreement and that Newegg Marks are incorporated into all promotional, advertising and publicity material published in connection with the Arena where reasonably practicable. 9.5 Allied shall comply with: (a) all applicable laws, rules, regulations, regulatory policies, guidelines or codes applicable to the Arena and Allied's activities to be carried out in performing its obligations in accordance with this Agreement, including all such guidelines and codes issued by statutory, regulatory and industry bodies, and further, will not pay, deliver, or offer or promise to pay or deliver, any funds or other item of value excluding the Products, either directly or through any third party, to any state or federal governmental official for any reason whatsoever other than the payment of statutory and administrative fees, charges and taxes that are due from Allied as a result of its performance under this Agreement; (b) the terms and conditions, rules of conduct and/or community guidelines of any other online platform (including any advertising policies); and (c) any conditions attached to any licences or consents issued in connection with the Arena including regarding health and safety and crowd security measures at the Arena. 9.6 Allied accepts that, regardless of its obligations to promote the Arena within the terms of this Agreement, Newegg shall be entitled to advertise, publicise, promote and otherwise commercially exploit its own Products, goodwill and reputation through Newegg's association with the Arena on and subject to the terms of this Agreement throughout and after the Term.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





9.7 Allied shall make available to Newegg in connection with the Arena Allied's Marks in order for Newegg to exploit and make best use of the Sponsorship Rights. 9.8 For the avoidance of doubt, Allied shall be at all times responsible for its employees', agents' and sub- contractors' compliance with the obligations set out in this Section 9. 10. Certain Material Covenants of Newegg 10.1 Newegg shall exercise the Sponsorship Rights in accordance with the terms of this Agreement. For the avoidance of doubt, Newegg shall not be entitled to use or exploit any of the Commercial Rights other than the Sponsorship Rights in any way except in accordance with this Agreement. 10.2 Newegg shall provide to Allied, at Newegg's cost and expense, all necessary materials including artwork of Newegg Marks in a format and within print deadlines reasonably specified by Allied in order for it to be reproduced under the control of Allied for the fulfilment of the Sponsorship Rights. 11. Representations and Warranties 11.1 Each Party represents and warrants to the other Party that it has, and will maintain throughout the Term, the right, power and authority to enter into and perform this Agreement and to grant the licenses as provided in this Agreement; that it has procured all rights, permissions and approvals necessary for the performance of its obligations, including the grant of licenses, in this Agreement; and that it is not bound by any agreement with any third party that adversely affects its performance of its obligations in, or that would preclude it from fully complying with the provisions of, this Agreement. 11.2 Each Party covenants that it shall not make, publish or communicate to any person or entity in any online or other public forum any defamatory, misleading or disparaging remarks, comments or statements concerning (a) the other Party or any of its affiliates, or any of such Party's or its affiliates' respective employees, officers, directors, agents, officials, equity holders, investors or sponsors, or (b) any software, products or services of the other Party or any affiliate. 11.3 Each Party represents and warrants that it is not a government-owned entity and that neither its management personnel nor any of its employees are government officials. 11.4 Newegg represents and warrants that it holds the necessary rights to permit Allied to use Newegg's Marks in accordance with the license granted in Section 6.1; and that to Newegg's actual knowledge the use, reproduction, distribution or transmission of Newegg's Marks will not violate any criminal laws, or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. 11.5 Allied represents and warrants that it holds the necessary rights to permit Newegg to use Allied's Marks and accept the Commercial Rights in accordance with the Sections 5.1 and 9.7; and that to Allied's actual knowledge the use, reproduction, distribution or transmission of Allied's Marks will not violate any criminal laws, or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





12. Indemnity and Liability 12.1 Each Party (Indemnitor) will defend, indemnify and hold the other Party (including associated officers, directors, shareholders, employees, agents and affiliates) (cumulatively, Indemnitee) harmless from and against any and all losses, damages, claims, liabilities and expenses (including reasonable legal fees), suffered or incurred as a result of or in connection with any claim, suit, action, demand, or proceeding brought against Indemnitee based upon (a) a claim of a failure to perform, or a breach by Indemnitor of, any obligation, warranty, representation or covenant in this Agreement; (b) a claim of personal injury or property damage arising out of the fault or negligence of Indemnitor, its representatives, agents, or employees; or (c) a claim of infringement or misappropriation of any patent, trademark, copyright or other proprietary right held by any third party. 12.2 EXCEPTING ONLY CLAIMS MADE PURSUANT TO SECTION 12.1, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ANY LOST PROFITS, LOST REVENUES OR LOST SAVINGS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED, KNOWS OR SHOULD KNOW, OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. 13. Confidentiality 13.1 Confidential Information. Each Party (the Disclosing Party) may from time to time during the Term of this Agreement disclose to the other Party (the Receiving Party) certain information regarding the Disclosing Party's business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, which information is either marked as confidential or proprietary (or bears a similar legend) or which a reasonable person would understand to be confidential given the circumstance and nature of the disclosure (Confidential Information), whether disclosed orally or in writing. Without limiting the foregoing, Newegg's Confidential Information shall include information and materials provided by Newegg in connection with this Agreement. Confidential Information does not include information that: (i) is in the Receiving Party's possession at the time of disclosure as shown by credible evidence; (ii) before or after it has been disclosed to the Receiving Party, enters the public domain, not as a result of any action or inaction of the Receiving Party; (iii) is approved for release by written authorization of the Disclosing Party; (iv) is disclosed to the Receiving Party by a third party not in violation of any obligation of confidentiality; or (v) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party, as evidenced by such Party's written records. 13.2 Protection of Confidential Information. The Receiving Party will not use, and will cause its Representatives not to use, any Confidential Information of the Disclosing Party for any purpose other than performing its obligations or exercising its rights under this Agreement, and will not disclose the Confidential Information of the Disclosing Party to any party other than Receiving Party's employees, agents, directors, officers, auditors, attorneys, other professional advisors, regulators and contractors (collectively, the Representatives) on a need to know basis, provided such Representatives are under a contractual obligation with Receiving Party to maintain the confidentiality of such Confidential Information, which obligation is consistent with, and no less protective of Confidential Information, than the terms of this Section 13. The Receiving Party will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 13.3 Confidentiality of Agreement. Other than as permitted in this Agreement, neither Party will disclose any terms of this Agreement except: (a) as required by law, or (b) pursuant to a mutually agreeable press release. Press releases concerning Newegg's sponsorship of the Events will only be published after written preapproval by both Parties, provided that if for any reason the Parties cannot agree about a specific release, Newegg shall have the ultimate decision-making right concerning whether to issue any press releases about this Agreement or Newegg's sponsorship of the Events. 13.4 Return of Confidential Information. Upon any termination or expiration of this Agreement, Allied shall deliver to Newegg all originals and copies of any material in any form containing or representing Newegg's Marks and other Confidential Information of Newegg or, at Newegg's request, shall destroy the same and provide Newegg a certification of the destruction. 13.5 Expiry or termination of this Agreement shall not affect any accrued rights, liabilities or obligations dealing with protection of the Confidential Information of either Party. The expiration or termination of this Agreement shall also not affect the obligations of this Section 13 with respect to any of Newegg's Confidential Information that is protected as a trade secret, which shall remain covered by this Section 13 for the duration of the trade secret.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





14. Expiry or Termination 14.1 Failure by Allied to perform and comply with any of its obligations in sections 5, 6, 7, 9, 11, 12 and 13 of this Agreement shall be deemed a material breach of this Agreement and Newegg shall have the right to terminate this Agreement immediately if Allied fails to cure the breach within fifteen (15) days following Newegg's written notice of the breach. 14.2 Each Party may also terminate the Agreement for convenience after Contract Year 2 (as defined in Section 14.4) by providing written notice to the other Party at least sixty (60) calendar days prior to the effective date of such termination 14.3 Except as provided in (i) Section 5.2 for immediate termination subject to cure provisions in Section 14.1 , (ii) Section 14.1 for termination following notice, and (iii) Section 14.5 for immediate termination without notice, if either Party defaults in the performance, or breaches any provision, of this Agreement, then the non- defaulting Party may give written notice to the defaulting Party requiring the default or breach to be cured, and if the default or breach is not cured within fifteen (15) days of the receipt of the notice, this Agreement shall, without prejudice to any accrued right, automatically terminate at the end of the fifteen (15) day period. 14.4 During the first two (2) contract years of Term (i.e., February 1, 2019 through January 31, 2020 (Contract Year 1) and February 1, 2020 through January 31, 2021 (Contract Year 2)) and notwithstanding any other provisions of this Agreement, if Newegg defaults on or breaches any its obligations under the Agreement for any reason and fails to cure such default or breach within fifteen (15) days following receipt of Allied's written notice of such default or breach, the Parties acknowledge and agree that (i) Newegg shall remain responsible and/or liable for the full payment or, if applicable, the remaining portion of the Sponsorship Fee for Contract Year 1 and Contract Year 2, and (ii) Allied shall have the right to pursue any additional legal and equitable remedies in connection with the Agreement. 14.5 This Agreement shall terminate immediately, without any requirement of notice, (i) upon the institution against or the filing by either Party of insolvency, receivership or bankruptcy proceedings; or (ii) upon either Party making an assignment for the benefit of its creditors. 14.6 Upon termination for any reason, Newegg shall, without prejudice to its other rights, be immediately discharged of all obligations to pay any further Sponsorship Fees not yet rendered or to provide any further Sponsorship Benefits that have not already been delivered to Allied. Further, if Sponsorship Fees have been paid in advance, the Sponsorship Fee shall be prorated through the date of termination and Allied shall refund the portion corresponding to the unused period of the Term. 14.7 Notwithstanding the expiry or termination of this Agreement, both Parties shall not, and shall ensure that its Representatives shall not, do any of the following: (a) make any form of representation (whether express or implied) that Allied remains under the sponsorship of or in public association with Newegg; or (b) commit any act that would reasonably be seen as disparaging (whether expressly or implicitly) the Newegg and Allied brand names, reputations or any of their respective products or offerings. 14.8 Upon expiry or termination of this Agreement, Newegg's license granted to Allied in Section 6.1 and all other rights granted to Allied in this Agreement shall terminate and Allied shall cease any and all uses of Newegg's Marks. 14.9 All provisions of this Agreement that by their nature extend beyond expiry or termination of this Agreement shall remain in full force and effect notwithstanding the expiry or termination of this Agreement.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





15. Miscellaneous 15.1 Relationship. The relationship of the Parties is solely that of independent contractors, and each Party will represent itself to any third parties only as such. Neither Party has the power to bind, represent or act for the other Party. The Parties have no agency, partnership, joint venture or fiduciary duties to each other. 15.2 Publicity. The Parties shall co-operate in good faith on all announcements and press releases regarding this Agreement and Newegg's sponsorship arrangement with Allied and Newegg shall determine in its sole discretion whether any such announcement or press release shall be published. Press releases concerning Newegg's sponsorship of the Arena will only be published after written preapproval by both Parties and Newegg shall have the final decision making right concerning any press releases regarding Newegg's sponsorship arrangement with Allied. 15.3 Expenses. Each Party shall be responsible for its own costs and expenses in connection with all matters relating to the negotiation and performance of this Agreement, unless otherwise agreed in writing by the Parties. 15.4 Assignment. Neither Newegg nor Allied shall have the right or power to assign or transfer any part of its rights or obligations under this Agreement without the prior consent in writing of the other Party. 15.5 Injunctive Relief. Each Party agrees that money damages for a breach of its obligations under the provisions of this Agreement protecting Confidential Information and those governing Intellectual Property Rights may be an inadequate remedy for the loss suffered by the other Party and the other Party shall have the right to obtain injunctive relief from any court of competent jurisdiction in order to prevent the breach, or further breach as the case may be, of any such obligation, without limiting the other Party's right to pursue any and all remedies provided in such event by law or equity. 15.6 Non-Waiver. All waivers must be in writing. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude further exercise thereof or of any other right, power or privilege. 15.7 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the provision shall be modified as necessary to conform to such laws or, if such modification would be inconsistent with the intent of the Parties, the provision shall be severed from this Agreement, and this Agreement shall be interpreted without reference to the severed provision with the remaining provisions continuing with full force and effect. 15.8 Entire Agreement. This Agreement, including the attached Schedules, which are incorporated herein in their entirety, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements, representations, understandings, written or oral. No amendment or modification of any provision of this Agreement shall be binding upon the Parties unless made by a written instrument signed by a duly authorized representative of each Party. 15.9 Notice. Any notice required under this Agreement shall be given in writing, in the English language and sent to the address or e-mail address of the other Party as set out below its signature of this Agreement, or such other address or email address as shall have been notified to the other Party in accordance with this provision. Notices shall be sent by registered post or equivalent, facsimile, courier or by electronic transmission. If posted, the notice shall be deemed to have been received five (5) working days after the date of posting or, in the case of a notice to an addressee not in the country of the sender, ten (10) working days after the date of posting. If sent by facsimile or electronic transmission, notice shall be deemed received upon confirmation of complete receipt being given by the intended receiving Party. If couriered, notice will be deemed to have been received on delivery.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





15.10 Governing Law and Jurisdiction. Without reference to choice or conflict of law principles, this Agreement shall be governed by and construed in accordance with the laws of the State of California, USA. The Parties unconditionally submit to exclusive jurisdiction of and accept as the exclusive venue for any legal proceeding involving this Agreement the state and federal courts located in the County of Los Angeles, California. Before any Party (the Complaining Party) may bring any legal proceeding against the other (the Non Complaining Party), the Complaining Party shall first make a reasonable and good faith attempt to resolve all disputes privately by notifying and providing to the Non Complaining Party of the Complaining Party's complaints, reasons and supporting evidence for the complaints, and the reasonable steps Complaining Party would like the Non Complaining Party to take in order to address the complaints. If for any reason the Non-Complaining Party disagrees with either the complaint or the steps suggested to address the complaints, the Parties shall discuss and work on an amicable solution for at least thirty (30) days before the Complaining Party may bring any legal proceeding to resolve the complaints. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope and applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County, California, by an arbitrator of JAMS, in accordance with its arbitration rules and procedures then in effect. Judgment on the arbitrator's award may be entered in any court having jurisdiction. The prevailing Party in any dispute involving this Agreement shall be entitled to recover from the other Party its costs, expenses, and reasonable attorneys' fees (including any fees for expert witnesses, paralegals, or other legal service providers). This Section 15.10 shall not preclude or place any condition on any Party from seeking injunctive relief from a court of appropriate jurisdiction. 15.11 Third Party Rights. This Agreement does not confer any rights or remedies on any third party. 15.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. 15.13 Headings. All section headings contained in this Agreement are for convenience or reference only, do not form a part hereof and shall not in any way affect the meaning or interpretation of this Agreement. 15.14 Force Majeure. Neither Party will be liable for any delays in the performance of any of its obligations hereunder due to causes beyond its reasonable control, including earthquake, fire, strike, war, riots, acts of any civil or military authority, acts of God, judicial action, unavailability or shortages of labor, materials or equipment, terrorism or threat thereof, outbreak of disease or other public health hazard, failure or delay in delivery by suppliers or delays in transportation. In such event the Party unable to meet its obligations will use all best efforts to remedy its delayed performance and will promptly notify the other Party in writing of the circumstances affecting its timely performance.

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019





IN WITNESS WHEREOF, the Parties have executed this Agreement acting through their duly authorized representatives as of the Effective Date. Newegg Allied Newegg Inc. Allied Esports International, Inc. By /s/ Mitesh Patel By: /s/ Judson Hannigan Name: Mitesh Patel Name: Judson Hannigan Title: VP, Marketing Title: CEO Newegg Inc. Allied Esports International, Inc. Address: Newegg Inc. 17560 Rowland St. City of Industry, CA 91745 USA

Address: Allied Esports International, Inc. 4000 McArthur Blvd, 6t h Floor Newport Beach, California 92660 Contact: +1 (714) 435-2600 Contact: +1 714-265-7323 Email: Email: jud@esportsallied.com Attention: Legal Department By Newegg Legal at 11:40 am, Feb 25, 2019 Attention: Judson Hannigan

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Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Output: Allied shall not at any time do, or cause to be done, directly or indirectly any act that may impair or tarnish any part of Newegg's goodwill and reputation in the Newegg Marks and the Newegg Products.


Input: Consider Input: Exhibit 28 (h) (1) (a) under Form N‐1A Exhibit 99 under item 601/REG. S‐K

SERVICES AGREEMENT

THIS AGREEMENT, dated and effective as of January 1, 2004 (this Agreement) between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the Adviser), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (FASC),

WITNESSETH:

WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements (Advisory Agreements) as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the 1940 Act) and/or separate accounts not required to be so registered (collectively, Accounts); and

WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the Services).

2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.

3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.

4. Limitation of Liability and Indemnification.

(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.

(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

5. Duration and Termination.

(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.





(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a registered investment company) are services referred to in the definition of investment advisor under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as investment advisory services), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees (Board) of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.

6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.

FEDERATED INVESTMENT MANAGEMENT COMPANY

By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President

FEDERATED ADVISORY SERVICES COMPANY

By: /s/ Keith M. Schappert Name: Keith M. Schappert Title: President





EXHIBIT A

DESCRIPTION OF SERVICES

The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:

Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio's performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.

Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.

Categories 1 and 2 above shall not be treated as investment advisory services for purposes of Section 5(b) of the Agreement.





EXHIBIT B

CALCULATION AND PAYMENT OF SERVICES FEES

For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:

Services Fee = Cost of Services x Adviser's Assets under Management Total Assets Under Management x (1 + Applicable Margin)

Where:

Cost of Services is FASC's total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.

Adviser's Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.

Total Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.

Applicable Margin is 0.10.

Operating Costs means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


Output: The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party.