Legal Order Substitution Form

LEGAL ORDER SUBSTITUTION FORM

This Legal Order Substitution Form is entered into by and between Requesting Party: with address and Responding Party: with address . Effective Date: .

RECITALS

WHEREAS, the Court of in Case Number entered an order on (the "Original Order"), the substance and operative provisions of which are described as follows:

WHEREAS, the parties have identified the need to substitute the Original Order with a revised form of order to correct clerical errors, reflect agreed modifications, or to conform the order to the parties' intent; the basis for substitution is indicated below by checking the applicable box:

Substitution by mutual agreement of the parties Substitution pursuant to a court order

WHEREAS, the parties desire to set forth the substituted order and the legal effect of replacing the Original Order as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SUBSTITUTION OF ORDER

1.1 Substitution. The parties agree that the Original Order identified above shall be and hereby is substituted by the Substitute Order described below (the "Substitute Order"), which shall govern the rights, duties, and obligations of the parties in place of the Original Order to the extent of any inconsistency.

1.2 Effective Date of Substitute Order. The Substitute Order shall become effective on , unless the parties agree otherwise in writing or the Court orders a different effective date.

2. EFFECT OF SUBSTITUTION

2.1 Supersession. Upon the Effective Date of the Substitute Order, the Substitute Order shall supersede the Original Order in all respects to the extent the Substitute Order expressly amends, replaces, or is inconsistent with the Original Order. All provisions of the Original Order not inconsistent with the Substitute Order shall remain in full force and effect.

2.2 Rights and Obligations. All rights, obligations, deadlines, liens, encumbrances, and enforcement mechanisms arising under the Substitute Order shall be enforceable as if entered on the Effective Date of the Substitute Order. The parties acknowledge that substitution is intended to clarify or correct the Original Order and not to create new substantive claims between the parties, except as expressly set forth in the Substitute Order.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each party represents and warrants to the other that it has full power and authority to enter into this Legal Order Substitution Form and to perform its obligations hereunder, that the person executing this Form on its behalf is duly authorized to do so, and that execution and delivery of this Form will not violate any order, agreement, or law binding on such party.

3.2 No Pending Conflicts. To the best of each party's knowledge, there is no pending proceeding or agreement that would prevent entry, substitution, or implementation of the Substitute Order as contemplated by this Form, except as disclosed in writing to the other party and described here:

4. CONSENT, FILING, AND ENTRY

4.1 Consent to Filing. Each party consents to the filing and entry of the Substitute Order with the Court identified above and agrees to take all steps reasonably requested by the other party to effectuate substitution, including preparing, executing, and submitting any proposed form of order for entry.

4.2 Court Approval. If court approval is required for the Substitute Order, the parties shall jointly pursue such approval in good faith and shall cooperate to obtain the necessary court action for substitution.

5. NOTICES

All notices, requests, consents, and other communications required or permitted under this Form shall be in writing and shall be delivered to the parties at the addresses set forth below, or at such other address as a party may designate by notice in accordance with this Section.

6. GOVERNING LAW

This Form and any dispute arising out of or relating to the substitution or interpretation of the Substitute Order shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

7. MISCELLANEOUS

7.1 Entire Agreement. This Form constitutes the entire agreement between the parties with respect to the substitution of the Original Order and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such substitution.

7.2 Amendments; Waiver. This Form may be amended, modified, or supplemented only by a writing executed by both parties. No failure or delay by a party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

7.3 Severability. If any provision of this Form 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.

7.4 Counterparts; Electronic Signatures. This Form 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. A signed copy delivered by electronic transmission shall be deemed to have the same legal effect as an original signed copy.

8. IMPLEMENTATION

The parties shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Form and to effectuate the substitution and entry of the Substitute Order.

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