Legal Solvency Declaration

LEGAL SOLVENCY DECLARATION

This Legal Solvency Declaration (the Declaration) is made as of by and between Declarant Name: , Declarant Entity Type: Individual Corporation LLC Partnership, with principal address: ; and Recipient Name: , Recipient Entity Type: Individual Corporation LLC Partnership, with principal address: .

RECITALS

WHEREAS, Declarant has been requested by Recipient to certify, to the extent material and within Declarant's knowledge, that Declarant is solvent on the Effective Date and will remain solvent following the transaction or action described herein; and

WHEREAS, Recipient requires a written declaration of solvency as a condition to entering into or completing the transaction, transfer, or extension of credit identified below; and

WHEREAS, Declarant is willing to make the representations, warranties and covenants set forth in this Declaration for the benefit of Recipient.

NOW THEREFORE, in consideration of Recipient's reliance and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Declarant hereby declares, represents, warrants and covenants as follows:

1. DEFINITIONS

For purposes of this Declaration: "Effective Date" means the date first written above; "Assets" means all tangible and intangible property owned by Declarant, whether real or personal, fixed or current, and "Liabilities" means all obligations, debts, accounts payable, accrued liabilities, contingent liabilities, and commitments of Declarant, each computed in accordance with generally accepted accounting principles consistently applied (GAAP).

2. REPRESENTATIONS OF SOLVENCY

Declarant represents and warrants that as of the Effective Date: (a) the fair value of Declarant's Assets as presently estimated exceeds the total amount of Declarant's Liabilities; (b) Declarant is able to pay its Liabilities as they become due in the ordinary course of business; and (c) there exists no present intention to commence or effectuate any transfer, disposition, or incurrence of obligations by Declarant that would render Declarant insolvent or otherwise impair the ability of Declarant to pay its Liabilities in due course.

Declarant's most recent consolidated total Assets (estimated): and consolidated total Liabilities (estimated): .

3. ADDITIONAL STATEMENTS AND DISCLOSURES

Declarant further certifies that, except as described below, there are no material undisclosed creditors, pending lawsuits, judgments, executions, writs, or proceedings that would reasonably be expected to materially impair Declarant's ability to satisfy its Liabilities when due.

Declarant acknowledges that the foregoing estimates of Assets and Liabilities are based upon information known to Declarant as of the Effective Date and that actual values may vary. Declarant agrees to promptly notify Recipient in writing of any material adverse change in financial condition that would cause the representations in this Declaration to become untrue.

4. NO INTENT TO DEFRAUD

Declarant affirms that this Declaration is not executed for the purpose of delaying, hindering or defrauding any existing or reasonably foreseeable creditor and that Declarant does not intend to transfer or conceal Assets to avoid payment of Liabilities. Declarant understands that making a materially false statement in this Declaration may subject Declarant to civil and criminal liability under applicable law.

5. COVENANTS

Until the earlier of (a) written termination of this Declaration by Recipient, or (b) , Declarant covenants to (i) preserve and not dispose of Assets except in the ordinary course of business, (ii) maintain accurate books and records reflecting material transactions, and (iii) provide Recipient with reasonably requested financial information to verify ongoing solvency, provided such requests are made in good faith and are not unreasonably burdensome.

6. INDEMNITY

Declarant agrees to indemnify, defend and hold harmless Recipient and its officers, directors and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) directly resulting from any material misrepresentation or breach of this Declaration by Declarant.

7. NOTICES

All notices, demands or other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by notice. Notice shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

8. AMENDMENTS; WAIVER

This Declaration may be amended only by an instrument in writing signed by both parties. No delay or failure to exercise any right or remedy shall operate as a waiver of such right or remedy, and no single or partial exercise of any right shall preclude further exercise of that right.

9. COUNTERPARTS

This Declaration may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be effective as original signatures.

10. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral, relating thereto.

12. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. CERTIFICATION

Declarant hereby certifies, under penalty of perjury under the laws of the jurisdiction identified in Section 10, that the representations and statements contained in this Declaration are true, correct and complete to the best of Declarant's knowledge and belief as of the Effective Date.

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