Legal Exoneration Request

LEGAL EXONERATION REQUEST

This Legal Exoneration Request (the "Request") is submitted as of the date hereunder by Requesting Party: whose principal place of business or residence is and is directed to Responding Party: whose principal place of business or residence is .

RECITALS

WHEREAS, Requesting Party and Responding Party are parties to that certain agreement or instrument identified as Contract/Reference Number dated (the "Underlying Agreement");

WHEREAS, Requesting Party is identified as the obligor/secured party under obligation or bond number issued in connection with the Underlying Agreement; and

WHEREAS, Requesting Party seeks an exoneration, discharge, or release from further liability under the referenced obligation and Responding Party is the party entitled to grant such exoneration under the Underlying Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained in this Request and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

1. DEFINITIONS

For purposes of this Request, the following terms shall have the following meanings: "Exoneration" means the full release and discharge of Requesting Party from any continuing obligation, liability, claim, or duty under the referenced obligation or bond identified by obligation/bond number .

2. REQUEST FOR EXONERATION

Requesting Party formally requests that Responding Party issue an Exoneration in respect of the referenced obligation. The Exoneration, if granted, shall operate to release Requesting Party from further performance obligations and liabilities arising after the Effective Date defined in Section 4 below, except as expressly reserved in this Request.

3. REPRESENTATIONS AND WARRANTIES

Requesting Party represents and warrants that: (a) it has the full corporate or individual power and authority to submit this Request and to enter into the Exoneration if granted; (b) there are no undisclosed material claims, suits, liens or encumbrances that would survive the requested Exoneration except as disclosed in the description of claims provided below; and (c) all statements, reports and documents delivered in connection with this Request are true, complete and accurate in all material respects.

Responding Party represents and warrants that: (a) it is the lawful obligee or holder with authority to grant the requested Exoneration; and (b) it will act in accordance with the terms set forth in this Request if the conditions precedent are satisfied.

4. CONDITIONS PRECEDENT

The Responding Party's obligation to effect an Exoneration is expressly conditioned upon receipt and verification of the following:

1. Full payment of any outstanding amounts due to Responding Party in the total amount of ; and
2. Delivery by Requesting Party of executed documentation reasonably required by Responding Party to evidence the discharge, including a duly executed release instrument and any related affidavits or certificates.

5. RELEASE AND DISCHARGE

Upon satisfaction of the Conditions Precedent in Section 4, Responding Party shall execute and deliver to Requesting Party an instrument in writing declaring the Exoneration and releasing and discharging Requesting Party from future liability under the referenced obligation to the fullest extent permitted by law. Such release shall not affect accrued rights or obligations arising prior to the Effective Date except as otherwise expressly provided in the release instrument.

6. PAYMENT, ACCOUNTING, AND RECORDS

Requesting Party shall make any required payments to Responding Party by wire transfer or certified funds at the address or account designated by Responding Party in writing. Upon receipt of such payment, Responding Party shall furnish a written accounting specifying amounts applied, if any, and a statement confirming satisfaction of the identified outstanding obligations.

7. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and delivered to the addresses set forth below, by hand, certified mail (return receipt requested), nationally recognized overnight courier, or electronic means if the parties agree in writing.

8. INDEMNITY

To the extent permitted by law, Requesting Party shall indemnify, defend and hold harmless Responding Party from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any misrepresentation, omission, or breach of any representation, warranty or covenant made by Requesting Party in this Request or in documents delivered in connection herewith.

9. GOVERNING LAW; VENUE

This Request shall be governed by and construed in accordance with the substantive laws of the jurisdiction specified by the parties below without regard to conflicts of law principles. Any dispute arising out of or relating to this Request shall be brought exclusively in the state or federal courts located within the designated jurisdiction.

10. ENTIRE AGREEMENT; SEPARABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Request, together with any documents referenced herein or delivered pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Request is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No amendment or waiver of any provision of this Request shall be effective unless in writing and executed by both parties. This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. ADDITIONAL ACKNOWLEDGMENTS

Requesting Party acknowledges that Responding Party may require additional affidavits, certificates or documents reasonably necessary to effect the Exoneration and agrees to provide such documentation upon request. Responding Party's execution of an Exoneration shall be conclusive evidence that the Conditions Precedent have been satisfied as of the date of such Exoneration, subject to any express reservations stated therein.

I certify under penalty of perjury that the information provided in this Request and any attachments is true, correct and complete to the best of my knowledge.

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