Legal Title Acknowledgement

LEGAL TITLE ACKNOWLEDGEMENT

This Legal Title Acknowledgement (the Agreement) is made on this , by and between Title Holder: and Recipient: (each a Party and together the Parties).

RECITALS

WHEREAS, Title Holder is the current legal owner of the property described below and holds legal title subject to the representations and disclosures set forth herein; and

WHEREAS, Recipient requests formal acknowledgement of legal title and related matters in order to rely upon Title Holder's statements for the purposes set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to state expressly the status of legal title, any known encumbrances, and the Parties' respective obligations and remedies.

NOW THEREFORE

In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Property" means the asset or real property specifically described in Section 2; "Legal Title" means the record ownership recognized by courts of competent jurisdiction and reflected in public records; "Encumbrance" means any lien, mortgage, lease, easement, claim, charge or restriction affecting the Legal Title.

2. PROPERTY DESCRIPTION

Title Holder identifies the subject property as follows (include legal description, VIN, account number, or other identifying details as applicable):

3. ACKNOWLEDGEMENT OF LEGAL TITLE

Title Holder hereby affirms and acknowledges that Title Holder presently holds Legal Title to the Property described in Section 2 and that such Legal Title is recorded in the public records of the relevant jurisdiction to the extent recordation is applicable. Title Holder further acknowledges that Recipient may rely on this acknowledgement in taking actions reasonably related to the Property.

4. REPRESENTATIONS AND WARRANTIES

Title Holder represents and warrants to Recipient as of the Effective Date that: (a) Title Holder has full power and authority to make the acknowledgements set forth in this Agreement; (b) Title Holder's representation of Legal Title is true and correct to the best of Title Holder's knowledge after reasonable inquiry; and (c) there are no pending actions, proceedings or judgements affecting Title Holder's Legal Title except as expressly disclosed in Section 5.

5. ENCUMBRANCES; DISCLOSURE

Title Holder certifies that the current status of encumbrances against the Property is accurately stated below. If the Property is subject to any Encumbrances, Title Holder shall list each Encumbrance and provide the nature, amount (if monetary), recording or filing information, and the party in whose favor the Encumbrance exists.

Title free and clear of known encumbrances:

6. INDEMNIFICATION

Title Holder shall defend, indemnify and hold harmless Recipient and its agents, successors and assigns against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations set forth in this Agreement or from any undisclosed Encumbrance existing as of the Effective Date.

7. COVENANTS

Title Holder covenants that until any transfer of Legal Title or other disposition documented by separate written instrument, Title Holder will not knowingly create, incur, permit or suffer any additional Encumbrance on the Legal Title without first notifying Recipient in writing and providing an opportunity to take protective action.

8. REMEDIES

In the event of a material breach of this Agreement by Title Holder, Recipient shall be entitled to pursue all available legal and equitable remedies, including specific performance, injunctive relief, and recovery of damages and attorneys' fees. The remedies set forth in this Agreement are cumulative and not exclusive.

9. NOTICES

All notices, requests, consents, demands and other communications required or permitted under this Agreement must be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflicts of law principles.

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

13. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party against whom the waiver is asserted. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. ADDITIONAL ACKNOWLEDGEMENTS

Each Party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to seek independent legal counsel prior to executing this Agreement. Titles and headings used in this Agreement are for convenience only and shall not affect interpretation.

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