Legal Lien Holder Endorsement

LEGAL LIEN HOLDER ENDORSEMENT

This Legal Lien Holder Endorsement (the "Endorsement") is executed on , by and between Lien Holder: , located at (the "Lien Holder"), and Title Holder/Recipient: , located at (the "Recipient").

RECITALS

WHEREAS, the Lien Holder asserts a security interest, lien or encumbrance against the property more fully described below (the "Secured Property") as security for obligations of the borrower or obligor identified herein; and

WHEREAS, the Recipient requests that the Lien Holder endorse, consent to, record, release or otherwise act with respect to the certificate of title, registration, or other instrument evidencing ownership or lien status for the Secured Property; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Lien Holder will endorse or affect the title or related records.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DESCRIPTION OF SECURED PROPERTY

The Secured Property subject to the Lien Holder's interest is described as follows:

2. LIEN ENDORSEMENT / RELEASE INSTRUCTIONS

Subject to the terms and conditions of this Endorsement, the Lien Holder hereby declares that its lien is:

Satisfied in full and Lien Holder authorizes and directs the appropriate release and endorsement of the certificate of title or related record upon receipt of payment in the amount set forth below.

Remains in force but Lien Holder hereby consents to the following limited endorsement or notation on the certificate of title:

If the Lien Holder has indicated that the lien is satisfied, the Lien Holder authorizes the Recipient or the appropriate title/registration authority to record the release and to issue a new certificate of title free of the Lien Holder's security interest upon receipt of the required documentary evidence and payment. The Lien Holder further authorizes a designated agent to submit this Endorsement and to obtain any necessary stamped or endorsed instrument.

3. REPRESENTATIONS AND WARRANTIES

The Lien Holder represents and warrants that: (a) it is the present legal holder of the lien described herein or is duly authorized to act on behalf of the holder; (b) the lien is valid, subsisting and enforceable under applicable law except as set forth in this Endorsement; (c) there are no other assignments, transfers, security interests, or encumbrances of record held by the Lien Holder with respect to the Secured Property other than those disclosed in writing to the Recipient prior to execution of this Endorsement; and (d) the person executing this Endorsement on behalf of the Lien Holder is duly authorized to do so.

4. COVENANTS; AUTHORITY TO EXECUTE

The Lien Holder covenants to execute such further instruments, endorsements or releases as may reasonably be required to effectuate the purposes of this Endorsement upon receipt of the amounts and documents required herein. The Lien Holder grants to the Recipient and the Recipient's authorized agents the limited power to present this Endorsement to the issuing authority for endorsement or filing, and to accept any replaced or reissued certificate of title reflecting the lien status indicated herein.

5. INDEMNITY

The Lien Holder agrees to indemnify, defend and hold harmless the Recipient and any public agency or issuing authority against any loss, claim, liability, cost or expense (including reasonable attorneys' fees) arising out of any misrepresentation by the Lien Holder in this Endorsement or the Lien Holder's failure to have good and marketable title to the lien interest represented herein.

6. NOTICES

All notices, demands and communications required or permitted under this Endorsement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

7. GOVERNING LAW

This Endorsement shall be governed by and construed in accordance with the substantive laws of the state indicated below, without regard to conflicts of law principles.

8. ENTIRE AGREEMENT

This Endorsement, together with any documents expressly incorporated by reference, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

9. SEVERABILITY

If any provision of this Endorsement is held to be invalid or unenforceable in whole or in part, such provision shall be ineffective only to the extent of such invalidity or unenforceability without invalidating the remaining provisions of this Endorsement, which shall continue in full force and effect.

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Endorsement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

11. COUNTERPARTS

This Endorsement 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. Facsimile, photographic or electronically transmitted counterparts of signatures shall be binding for all purposes.

ADDITIONAL INSTRUCTIONS / REMARKS

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