Legal Title Direction Form

LEGAL TITLE DIRECTION FORM

This Legal Title Direction Form (the "Form") is made and entered into as of by and between Client Name: , a Corporation LLC Individual , with a principal address at (hereinafter "Client"), and Holder Name: , a Corporation Trust Individual , with a principal address at (hereinafter "Holder"). Client and Holder are hereinafter collectively referred to as the "Parties."

RECITALS

WHEREAS, Client is the record owner or beneficial owner of certain title, interests, or instruments relating to the real property and/or personal property described below (the "Property"); and

WHEREAS, Holder is currently in possession of, or controls the transfer process for, the title documents, certificates, deeds, instruments, or other evidences of title identified herein; and

WHEREAS, Client desires to direct Holder with respect to the disposition, transfer, endorsement, or delivery of title or title-related documents described below, and Holder is willing to act in accordance with the directions and under the limitations set forth in this Form.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DESCRIPTION OF PROPERTY AND DOCUMENTS

1.1 Property. The Property and title documents to which this Form applies are described as follows: Instrument or Title Reference No.: ; Legal Description:

1.2 Additional Documents. This Form applies to any deed, assignment, affidavit, certificate, endorsement, or other instrument necessary to effectuate the directions set forth herein, including those recorded or delivered by Holder in connection with the Property.

2. DIRECTION TO HOLDER

2.1 Specific Direction. Client hereby directs Holder to take the following actions with respect to the Property and documents described above: Deliver or transfer title interest to Transferee Name: , at Transferee Address: , in the form and manner set forth below.

2.2 Method of Transfer. Holder shall deliver or record the required deed, assignment, endorsement, or instrument, and shall execute any ancillary instruments reasonably necessary to complete the transfer. Holder's actions shall be limited to those directions expressly set forth in this Form and shall be governed by the representations and indemnities in Section 6.

3. CONDITIONS PRECEDENT

3.1 Holder shall not effectuate any transfer until Holder has received the following, in form and substance satisfactory to Holder: (a) a certified copy of any required corporate or entity resolutions authorizing the Client to direct transfers; (b) satisfactory identification and proof of authority for any signatory; and (c) the documents set forth in Section 1.1.

4. REPRESENTATIONS AND WARRANTIES

4.1 Client represents and warrants that Client is the lawful owner or has the requisite authority to direct the disposition of the Property, that all signatures on this Form are genuine and authorized, and that the execution, delivery and performance of this Form will not violate any agreement, court order, lien, or other encumbrance except as disclosed in writing attached to this Form.

4.2 Holder represents that it will act only in accordance with the directions contained in this Form and will use customary care in handling documents and in making or recording transfers.

5. INDEMNIFICATION

5.1 Client shall indemnify, defend and hold harmless Holder, its officers, agents and employees from and against any losses, claims, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to Holder's good faith compliance with the directions in this Form, except to the extent caused by Holder's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

6.1 Except for willful misconduct or gross negligence, Holder's liability for any claim arising out of or related to this Form shall be limited to direct damages and shall not include special, consequential, incidental or punitive damages.

7. MANNER OF NOTICE

7.1 All notices required or permitted under this Form shall be in writing and shall be delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate in writing pursuant to this Section.

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not constitute waiver of any other or subsequent breach. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

9. GOVERNING LAW; VENUE

9.1 This Form shall be governed by and construed in accordance with the laws of the State specified for governing_law: without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Form.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. FURTHER ASSURANCES

11.1 Each Party agrees to execute and deliver such further instruments and to take such further actions as may be reasonably necessary to carry out the intent and purpose of this Form.

12. ADDITIONAL INFORMATION

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