Legal Guarantee Request

LEGAL GUARANTEE REQUEST

This Legal Guarantee Request (the Request) is made as of between Applicant Name: , with principal address: and Guarantor Name: , with principal address: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Applicant has requested that Guarantor provide a guarantee in support of certain obligations of Applicant to Beneficiary: (the Beneficiary), arising under or in connection with: ;

WHEREAS, Applicant seeks confirmation of the maximum amount to be guaranteed and the principal terms and conditions under which Guarantor will issue such guarantee;

WHEREAS, Guarantor is willing to consider issuing a guarantee subject to the conditions set forth in this Request and the execution of definitive guarantee documentation acceptable to Guarantor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Request the following terms shall have the following meanings: "Guaranteed Obligations" means the obligations of Applicant to the Beneficiary described in Section 2; "Maximum Liability" means the aggregate maximum amount for which Guarantor may be liable under any guarantee issued in response to this Request, as set forth in Section 3.

2. PURPOSE AND SCOPE

Applicant requests that Guarantor issue one or more guarantees in favor of the Beneficiary to secure the Applicant's performance of the obligations described as:

The Parties acknowledge that any guarantee issued by Guarantor shall be limited to the Maximum Liability specified by Applicant below and shall be subject to the conditions precedent set forth in Section 4.

3. AMOUNT; TERM; FORM

4. CONDITIONS PRECEDENT

Guarantor's obligation to issue any guarantee in response to this Request is expressly conditioned upon receipt and approval, in Guarantor's sole discretion, of each of the following:

1. Completed and executed guarantee documentation satisfactory in form and substance to Guarantor.
2. Evidence of the Beneficiary’s identity and the underlying transaction giving rise to the Guaranteed Obligations.
3. Payment of any fees, premiums or collateral required by Guarantor prior to issuance.
4. Satisfactory completion of Guarantor's due diligence, including credit and legal review of Applicant and the underlying obligation.

5. REPRESENTATIONS AND WARRANTIES

Applicant represents and warrants to Guarantor that: (a) Applicant is duly organized and in good standing under the laws of its jurisdiction of formation; (b) the execution of definitive guarantee documentation and the performance of Applicant's obligations thereunder will not violate any material agreement or law applicable to Applicant; and (c) all information supplied to Guarantor in connection with this Request is true, complete and not misleading in any material respect.

6. FEES; COLLATERAL

7. REMEDIES; ENFORCEMENT

In the event Guarantor issues a guarantee and a demand is made thereunder in accordance with its terms, Applicant acknowledges that Guarantor shall have the right to seek reimbursement, collateral enforcement, or other relief from Applicant. Applicant agrees that Guarantor's remedies for reimbursement or enforcement of collateral shall be cumulative and in addition to any other rights and remedies available at law or equity.

8. INDEMNITY

Applicant shall indemnify, defend and hold harmless Guarantor and its affiliates, officers, directors and agents from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to Guarantor's consideration of this Request, the issuance of any guarantee, or Guarantor's enforcement of any guarantee, except to the extent such losses result from Guarantor's gross negligence or willful misconduct.

9. NOTICES

All notices, demands and communications in connection with this Request shall be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

10. TERM AND TERMINATION

This Request shall remain in effect until the earlier of: (a) withdrawal in writing by Applicant; (b) issuance by Guarantor of definitive guarantee documentation describing the Guaranteed Obligations; or (c) termination by mutual written agreement of the Parties. Termination of this Request shall not affect any party's obligations or liabilities accrued prior to such termination.

11. GOVERNING LAW

This Request shall be governed by and construed in accordance with the laws of the jurisdiction specified here: , without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Request constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior proposals, requests, representations and writings. Any definitive guarantee shall be subject to and governed by the terms of the definitive documentation executed by the Parties and accepted by Guarantor.

13. SEVERABILITY

If any provision of this Request is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, waiver or modification of any provision of this Request shall be effective unless in a writing signed by both Parties. Failure or delay by a Party to exercise any right or remedy shall not constitute a waiver of such right. This Request may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

15. CERTIFICATION

Each Party hereby certifies that the person signing below is duly authorized to execute this Request on behalf of such Party and that the information provided herein is complete and accurate to the best of such Party's knowledge.

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