Legal Declaration of Holder

LEGAL DECLARATION OF HOLDER

This Legal Declaration of Holder is made as of by Holder: whose address is (the "Holder") in favor of Recipient: whose address is (the "Recipient").

Recitals

WHEREAS, the Holder is the legal and beneficial owner of the asset(s), rights, records, and/or instruments described below and has custody of all related originals, certificates, electronic records and supporting documentation;

WHEREAS, the Recipient requires a written declaration from the Holder detailing ownership, authority to transfer, and the absence of encumbrances to effect a transfer, disposition, or other action with respect to such asset(s); and

WHEREAS, the Holder is willing to provide this Declaration to induce the Recipient to rely upon the representations and to take actions described herein.

Now, therefore

In consideration of the mutual covenants and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties covenant and agree as follows:

1. Definitions

For purposes of this Declaration, the following terms shall have the meanings set forth below. "Assets" means the property, instruments, accounts, securities, claims, contracts, documents and records described in Section 2 below. "Encumbrance" means any lien, pledge, charge, security interest, claim, restriction, adverse right, option or other encumbrance of any kind.

2. Description of Assets

The Holder declares that the Assets subject to this Declaration are described as follows (include identifying numbers, account numbers, certificate numbers, contract references, and any other identifying detail necessary to identify the Assets):

3. Representations and Warranties of Holder

The Holder hereby represents and warrants to the Recipient, as of the date of this Declaration, that:

3.1 Ownership. The Holder is the sole legal and beneficial owner of the Assets and holds good and marketable title thereto, free and clear of any Encumbrance except those expressly set forth in writing in this Declaration.

3.2 Authority. The Holder has all necessary corporate, trust, partnership or individual power, authority and capacity to execute, deliver and perform this Declaration and to instruct, deliver, transfer or otherwise deal with the Assets as contemplated herein.

3.3 No Conflicting Obligations. There exists no agreement, order, judgment, or other restriction binding on the Holder that would prevent or materially impair the Holder's ability to make the representations contained herein or to perform its obligations under this Declaration.

3.4 Accuracy of Records. All records, certificates and documents in the Holder's possession that relate to the Assets are, to the Holder's knowledge, true, complete and authentic in all material respects.

4. No Encumbrances; Notice of Exceptions

Except for the following disclosed exceptions, if any, the Holder affirms that the Assets are free of any Encumbrance. If none, indicate "None" in the field below.

5. Delivery; Further Assurances

Upon request of the Recipient, the Holder shall execute, deliver and cause to be delivered such instruments and take such actions as may be reasonably necessary to transfer, assign, endorse or otherwise vest the Assets in the Recipient or its designee, including, without limitation, the execution of assignments, endorsements, releases and instruments of transfer.

6. Indemnity

The Holder agrees to indemnify, defend and hold harmless the Recipient and its officers, directors, agents and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the Holder's representations, warranties or covenants contained in this Declaration, except to the extent caused by the Recipient's willful misconduct or gross negligence.

7. Compliance with Laws

The Holder represents that the transfer or disposition of the Assets as contemplated by this Declaration will comply with applicable law and that no filing, consent, registration or approval of any governmental or regulatory authority is required, except as disclosed in writing to the Recipient.

8. Notices

All notices and other communications required or permitted under this Declaration shall be in writing and shall be delivered to the parties at their addresses set forth near the beginning of this Declaration, or to such other addresses as a party may designate by notice in accordance with this Section.

9. Amendments; Waiver; Counterparts

This Declaration may be amended only by a written instrument executed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or future exercises. This Declaration may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

10. Governing Law; Severability; Entire Agreement

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. If any provision of this Declaration is held invalid or unenforceable, that provision shall be modified to the extent necessary to render it valid and enforceable, and the remainder of this Declaration shall remain in full force and effect. This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements and understandings between the parties with respect to such subject matter.

11. Additional Holder Information

Entity type (check all that apply):

Individual Corporation Trust Other

If Other, describe:

Certification

The Holder certifies under penalty of perjury under the laws of the applicable jurisdiction that the foregoing statements are true, correct and complete to the best of the Holder's knowledge and belief, and that the Holder has authority to make this Declaration on the terms stated herein.

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