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indebted to Subcontractor on account of Subcontractor's work. Subcontractor accepts the risk that it will not be paid for work performed by it in the event that Contractor, for whatever reason, is not paid in full by the prime contractor for such work, and Subcontractor states that it relies entirely for payment for work performed on the credit of the prime contractor or government entity/project owner and not the Contractor. Subcontractor acknowledges it understands and agrees to the terms and conditions of the payments as outlined in this section of the Agreement. Subcontractor agrees the liability of the surety on any payment bond, if any, Page 1122 for payment to Subcontractor, is subject to the same conditions precedent as are applicable to Contractor's liability to Subcontractor. Acceptance by Subcontractor of any payment made after the receipt by Contractor of Subcontractor's invoice or pay request shall be and shall operate as a release of all claims, liens, privileges, and liability by Subcontractor relating to such invoice or pay request for all things done or furnished or relating to the work and for every act or alleged neglect of Contractor arising out of this Agreement except for claims for retained percentages withheld by Contractor in accordance with this Agreement. Subject to the terms and conditions of this Agreement and the reconciliation of Contractor and 411 Subcontractor's records by the prime contractor, governmental entity or project owner, including its agents or representatives, retainage will be paid upon: (i) the final release or close-out of the Project by the governmental entity or project owner; (ii) the completion of all work by KDF Enterprises, LLC RFP Disaster Debris Management and Disposal Services 18-04-02