Legal Corrected Declaration

LEGAL CORRECTED DECLARATION

This Corrected Declaration is made on this date by and between Declarant Name: and Recipient Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, on or about , , Declarant executed a declaration identified as: (the "Original Declaration");

WHEREAS, the Parties have determined that the Original Declaration contains one or more errors or omissions described below that require correction to accurately reflect the Parties' intent; and

WHEREAS, the Parties wish to correct the Original Declaration by this Corrected Declaration in accordance with the terms set forth herein.

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

1. DEFINITIONS

For purposes of this Corrected Declaration, capitalized terms not otherwise defined have the meanings set forth in the Original Declaration. "Effective Date of Correction" means: .

2. CORRECTION

Declarant hereby corrects the Original Declaration as follows. The statements, facts and/or express provisions set forth in the Original Declaration that are incorrect, incomplete or misstated are corrected and restated in full below. The specific nature of the correction(s) is described as:

The corrected provision(s) set forth above shall replace the corresponding provision(s) of the Original Declaration in their entirety to the extent of any inconsistency, effective as of the Effective Date of Correction specified herein.

3. CERTIFICATION AND DECLARATION

Declarant certifies under penalty of perjury under the laws of the jurisdiction set forth below that the information contained in this Corrected Declaration is true and correct to the best of Declarant's knowledge and that the correction(s) identified herein are necessary to rectify an error or omission in the Original Declaration.

State of Jurisdiction:

Is this correction a material change to the Original Declaration? Yes No

4. EFFECT OF CORRECTION

Except as expressly amended by this Corrected Declaration, all other terms of the Original Declaration remain in full force and effect. To the extent of any conflict between the Original Declaration and this Corrected Declaration, the terms of this Corrected Declaration control.

5. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (a) Declarant has full power and authority to execute and deliver this Corrected Declaration and to perform its obligations hereunder; (b) the correction(s) reflected herein are true and accurate to Declarant's knowledge; and (c) no third party's consent is required for the effectiveness of the corrections, except as disclosed in writing to Recipient.

6. INDEMNITY

Declarant shall indemnify, defend and hold Recipient and Recipient's successors, assigns and agents harmless from and against any losses, liabilities, claims, damages or expenses (including reasonable attorneys' fees) arising out of a material misrepresentation in this Corrected Declaration or arising from any fraudulent or willfully false statement made by Declarant in connection with this Corrected Declaration.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Corrected Declaration shall be in writing and delivered to the addresses below or to such other address as a Party may designate by notice.

8. GOVERNING LAW; VENUE

This Corrected Declaration shall be governed by and construed in accordance with the laws of the jurisdiction indicated in the State of Jurisdiction field above, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of or relating to this Corrected Declaration.

9. ENTIRE AGREEMENT; SEVERABILITY

This Corrected Declaration, together with the Original Declaration, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior oral or written statements regarding the corrections described herein. If any provision of this Corrected Declaration is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Corrected Declaration must be in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Corrected Declaration may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument.

11. MISCELLANEOUS

The headings in this Corrected Declaration are for convenience only and shall not affect its interpretation. Each Party warrants that it has read and understands this Corrected Declaration and that it enters into this instrument voluntarily and with full knowledge of its legal effect.

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