Legal Letter of Explanation

LEGAL LETTER OF EXPLANATION

This Legal Letter of Explanation (the "Letter") is made effective as of by and between Client Name: , Client Address: and Recipient Name: , Recipient Address: .

RECITALS

WHEREAS, Client has provided information, records or explanations to Recipient in connection with certain review, application or transaction identified by Reference or File Number: ; and

WHEREAS, Recipient has requested a written statement explaining specific facts, circumstances, or discrepancies relating to Client's records, representations, or conduct; and

WHEREAS, Client desires to set forth a concise, sworn explanation of the relevant facts to assist Recipient's review and to permit Recipient to rely upon Client's representations subject to the terms below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. STATEMENT OF FACTS AND EXPLANATION

Client hereby provides the following detailed explanation of the facts, events and circumstances relevant to the matter identified above. Client affirms that the statements below are true, accurate and complete to the best of Client's knowledge and belief.

2. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that: (a) the facts set forth in this Letter are true, correct and complete; (b) Client has not knowingly omitted any material fact that would render this Letter misleading; and (c) all documents, records or other materials provided by Client to Recipient in connection with the subject matter were accurate and genuine when issued unless explicitly stated otherwise in writing herein.

3. CERTIFICATION UNDER PENALTY

Client certifies under penalty of perjury that the foregoing statements are true and correct. Client understands that false statements made in writing to induce action by Recipient may subject Client to civil liability or criminal penalties under applicable law.

4. USE AND RELIANCE

Recipient and its authorized agents may rely on the representations in this Letter in evaluating the subject matter, but Recipient retains the right to verify, investigate or request further documentation. Client acknowledges that Recipient's reliance may be conditioned upon independent verification and that Recipient is not obligated to accept this Letter as conclusive proof of any fact.

5. CONFIDENTIALITY

Unless otherwise required by law or regulation, Recipient shall treat this Letter and any attachments as confidential and shall not disclose its contents to third parties except to those parties with a need to know in connection with Recipient's evaluation of the matter, provided that such parties agree to maintain confidentiality consistent with applicable law.

6. INDEMNIFICATION

Client shall indemnify and hold harmless Recipient and its officers, employees and agents from and against any loss, claim, damage or expense (including reasonable attorneys' fees) arising out of any material misrepresentation, omission or breach of the representations set forth in this Letter, except to the extent caused by Recipient's gross negligence or willful misconduct.

7. NOTICES

All notices, requests, consents, demands and other communications required or permitted under this Letter shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by a nationally recognized overnight courier to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter shall be effective unless made in writing and signed by both parties. The failure of either party to enforce any right or provision shall not constitute a waiver of future enforcement of that right or provision.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the State selected below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Letter.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Letter is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the invalid, illegal or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

11. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means, including facsimile or electronic image, shall be binding and have the same force and effect as original signatures.

ATTACHMENTS

Client may attach documents in support of this explanation. Describe attachments below and indicate whether original documents are available upon request.

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