Legal Ownership Letter

LEGAL OWNERSHIP LETTER

This Legal Ownership Letter (the "Letter") is dated as of and is delivered by Owner Name: with primary address at ("Owner"), to Recipient Name: with primary address at ("Recipient").

RECITALS

WHEREAS, Owner claims to be the legal and beneficial owner of the asset described below and has custody of all original instruments and documentation necessary to evidence such ownership; and

WHEREAS, Recipient has requested a written certification of ownership, including representations as to liens, encumbrances, and restrictions, in order to rely on Owner's title in connection with Recipient's legitimate business purposes; and

WHEREAS, Owner is willing to provide such certification subject to the terms and limitations set forth in this Letter.

NOW, THEREFORE

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

1. OWNERSHIP CERTIFICATION

1.1 Owner hereby certifies and warrants that Owner is the sole legal and beneficial owner of the property or asset described as follows (the "Asset"), and holds good and marketable title thereto, free and clear of all liens, claims, charges, security interests, pledges, options or other encumbrances except as expressly set forth in Section 1.3 below:

1.2 Owner affirms that all documents of title, certificates, records and instruments necessary to evidence Owner's ownership are in Owner's possession and are genuine, enforceable and effective to transfer or confirm Owner's title as required.

1.3 Except as disclosed below, to Owner's actual knowledge, there are no liens, encumbrances, judgments, pending attachments or assessments affecting the Asset. Disclosures of existing liens or encumbrances (if any) are set forth here:

2. REPRESENTATIONS AND WARRANTIES

2.1 Owner represents and warrants to Recipient that: (a) Owner has full power and authority to execute, deliver and perform this Letter; (b) the execution and delivery of this Letter and the performance of obligations hereunder do not and will not violate any agreement, instrument, order, judgment or law to which Owner is a party or by which Owner or the Asset is bound; and (c) no litigation, bankruptcy, receivership or insolvency proceeding is pending or, to Owner's knowledge, threatened that would impair Owner's ability to convey the Owner's interest in the Asset.

2.2 The warranties in this Section 2 are limited to Owner's actual knowledge as of the date of this Letter. Owner does not make any representation or warranty as to matters arising after that date except as expressly set forth herein.

3. TRANSFER RESTRICTIONS AND LIMITATIONS

3.1 This Letter is a statement of existing ownership and related representations and is not intended to constitute a transfer, assignment or conveyance of the Asset. Any transfer or conveyance shall be effected only by separate, appropriately executed instruments.

3.2 Recipient acknowledges that Recipient's reliance on this Letter is limited to the specific matters expressly certified herein. Owner shall not be liable for any third-party claims arising from subsequent transfers of the Asset by Owner or by other persons.

4. RELIANCE, LIMITATION OF LIABILITY AND INDEMNIFICATION

4.1 Recipient may rely upon the representations contained in this Letter solely for the Recipient's internal purposes and for the specific transaction or matter identified in Recipient's request for this Letter. Any other use is prohibited without Owner's prior written consent.

4.2 EXCEPT FOR THE EXPRESS WRITTEN WARRANTIES SET FORTH IN THIS LETTER, THE OWNER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

4.3 Owner agrees to indemnify and hold harmless Recipient, and its affiliates, officers and employees, from and against any losses, damages, liabilities or expenses (including reasonable attorneys' fees) arising directly from a material breach of the representations and warranties contained in Section 1 and Section 2, provided that Recipient gives Owner prompt written notice of any claim and cooperates in the defense thereof.

5. NOTICES

All notices, consents, requests, deliveries and other communications required or permitted under this Letter must be in writing and delivered to the addresses below. Notices are effective upon receipt.

6. REMEDIES

The remedies provided in this Letter are cumulative and in addition to any other remedies available at law or in equity. In the event of a breach of the warranties in this Letter, Recipient shall be entitled to recover damages proven to have been caused by such breach, subject to any limitations set forth herein.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between Owner and Recipient 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 Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and such provision shall be reformed only to the extent necessary to make it enforceable.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Letter shall be effective unless in writing and signed by both parties. No waiver shall be effective unless in writing signed by the waiving party. This Letter 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.

11. CERTIFICATION AND SIGNATURE

Owner certifies under penalty of perjury that the statements contained in this Letter are true, correct and complete to the best of Owner's knowledge and belief as of the date set forth above. This Letter is delivered for valuable consideration and may be relied upon by the Recipient in connection with the matters described herein.

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