Legal Pre-Settlement Instruction

LEGAL PRE-SETTLEMENT INSTRUCTION

This Legal Pre-Settlement Instruction (the "Instruction") is made and entered into by and between Client Name: , with primary address at (the "Client"), and Settlement Agent Name: , with principal office at (the "Settlement Agent"), effective as of .

RECITALS

WHEREAS, the Client and Settlement Agent are parties to a pending settlement transaction involving the following property or subject matter:

WHEREAS, the Client desires that the Settlement Agent hold, receive, and disburse funds, deliver documents, and otherwise act in accordance with the specific instructions set forth herein prior to the formal settlement or closing; and

WHEREAS, Settlement Agent is willing to accept such duties and to act only in accordance with these written instructions and applicable law.

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, the parties agree as follows:

1. DEFINITIONS

For purposes of this Instruction, the following terms shall have the meanings set forth below: "Settlement Funds" means all monies, negotiable instruments or equivalents delivered to the Settlement Agent for application in connection with the settlement; "Closing Date" means the date on which final settlement is to occur, scheduled for ; "Transaction Identifier" is .

2. AUTHORITY AND INSTRUCTION

Client hereby authorizes and directs the Settlement Agent, upon receipt of full and cleared Settlement Funds and satisfaction of any conditions precedent described herein, to disburse funds, endorse instruments, and deliver documents in accordance with the Schedule of Disbursements and these Instructions. Settlement Agent shall act only upon written instruction contained herein or as otherwise required by applicable law.

3. SCHEDULE OF DISBURSEMENTS

The following disbursements shall be made from Settlement Funds on or immediately following the Closing Date, subject to final reconciliation and clearance:

Pay to: — Amount: $ — Purpose:

Pay to: — Amount: $ — Purpose:

If additional or contingent disbursements are required, Settlement Agent shall obtain a supplemental written instruction signed by Client or shall hold such funds in escrow until such instruction is provided.

4. WIRE/ACCOUNT INSTRUCTIONS

Client authorizes Settlement Agent to effect wire transfer(s) to the foregoing account(s) upon receipt of cleared funds. Settlement Agent shall not be liable for misdirected transfers resulting from inaccurate account information provided by Client.

5. DOCUMENTS TO BE DELIVERED

Settlement Agent shall deliver or record the following documents as applicable: deed, bill of sale, mortgage release, settlement statement, final closing disclosures, and any other instruments necessary to effectuate transfer of title or extinguishment of encumbrances. Client shall provide any power of attorney, signatures, or affidavits necessary for recording prior to disbursement.

6. PRORATIONS, TAXES, AND ADJUSTMENTS

Settlement Agent shall calculate customary prorations for taxes, assessments, rents, and utilities as of the Closing Date. Any disputed prorations shall be retained by Settlement Agent pending written resolution by the parties. Client authorizes Settlement Agent to withhold funds reasonably necessary to satisfy outstanding liens, taxes, or other encumbrances disclosed to Settlement Agent in writing prior to disbursement.

7. REPRESENTATIONS AND WARRANTIES

Client represents and warrants that: (a) Client has full authority to deliver these Instructions; (b) all information provided to Settlement Agent is true, complete and accurate; and (c) there are no undisclosed encumbrances, claims, or agreements that would prevent Settlement Agent from performing in accordance with these Instructions.

8. INDEMNIFICATION

Client shall indemnify and hold harmless Settlement Agent, its officers, employees and agents from and against any losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) incurred in connection with Settlement Agent's good faith performance of these Instructions, except to the extent such loss or liability results directly from the Settlement Agent's gross negligence or willful misconduct.

9. NOTICES

All notices required or permitted under this Instruction shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the United States mail, postage prepaid, addressed to the party at the address set forth above or at such other address as either party may specify by notice to the other.

10. AMENDMENTS; WAIVER

These Instructions may be amended, modified or supplemented only by a written instrument signed by Client and Settlement Agent. No waiver of any provision of this Instruction shall be effective unless in writing and signed by the waiving party.

11. GOVERNING LAW

This Instruction shall be governed by and construed in accordance with the laws of the state in which the Settlement Agent's principal office is located, without regard to its conflict of law principles.

12. ENTIRE AGREEMENT

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

13. SEVERABILITY

If any provision of this Instruction is held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Instruction shall remain in full force and effect and shall be interpreted to effectuate the intent of the parties.

14. COUNTERPARTS

This Instruction may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic image, or other electronic means shall be deemed original signatures for all purposes.

ADDITIONAL INSTRUCTIONS

Individual Entity

If signing on behalf of an entity, state title or capacity:

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