Lienholder Endorsement Form

LIENHOLDER ENDORSEMENT FORM

This Lienholder Endorsement Form (the "Endorsement") is made as of by and between Lienholder Name: with principal address: and Secured Party / Vehicle Owner Name: . Lienholder and Secured Party are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Lienholder asserts a security interest, lien or encumbrance in certain collateral described below (the "Collateral") pursuant to a security agreement, financing statement, title notation or other instrument (the "Security Instrument"); and

WHEREAS, Secured Party is the record owner or transferee of the Collateral and requests that Lienholder endorse, consent to, or release its interest in the Collateral for the limited purposes set forth in this Endorsement; and

WHEREAS, Lienholder is willing to provide such endorsement, consent or release subject to the terms and conditions set forth herein.

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 Endorsement, the following terms have the meanings set forth below: "Collateral" means the property described in Section 2; "Security Instrument" means the agreement, title notation or financing statement evidencing Lienholder's lien; "Release" means the relinquishment, subordination, or endorsement described in Section 3.

2. COLLATERAL DESCRIPTION

Collateral Type: Model/Make: Year:

Vehicle Identification Number (VIN) or Collateral Identifier:

3. NATURE OF ENDORSEMENT

Lienholder hereby elects (select one): Full Release of Lien upon receipt of payoff in the amount set forth in Section 4 Partial Release described below Consent to transfer or reissue title subject to remaining lien

If Partial Release selected, describe scope of partial release or collateral portion to be released:

4. PAYOFF / OUTSTANDING AMOUNT

Lien account or reference number:

Outstanding principal, interest and fees required for full release (if applicable): Payoff effective date:

5. REPRESENTATIONS AND WARRANTIES

Lienholder represents and warrants that: (a) it is the lawful holder of the Security Instrument described herein and has full power and authority to provide the endorsement or release requested; (b) to Lienholder's actual knowledge, no other lien, security interest, or encumbrance exists superior to Lienholder's lien except as expressly disclosed in writing to Secured Party; and (c) this Endorsement will not violate any material obligation of Lienholder.

6. CONDITIONS OF RELEASE OR ENDORSEMENT

Lienholder's obligation to effectuate the release, partial release or consent is expressly conditioned upon: (a) receipt of cleared funds or other consideration acceptable to Lienholder in the full amount described in Section 4 (if Full Release selected); (b) receipt of documentation reasonably requested by Lienholder to evidence identity and ownership transfer; and (c) satisfaction of any governmental or title agency requirements necessary to execute the title endorsement. Lienholder's endorsement shall be effective only upon notarization or such further acknowledgment as may be required by applicable title authorities.

7. INDEMNIFICATION

Lienholder agrees to indemnify, defend and hold harmless Secured Party and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any material breach of the representations set forth in Section 5 or any inaccuracy in the factual statements made by Lienholder in this Endorsement.

8. NOTICES

Notices to Lienholder

Notices to Secured Party

All notices under this Endorsement shall be in writing and shall be deemed given when received by personal delivery, nationally recognized overnight courier, or upon confirmation of receipt if sent by certified mail, return receipt requested.

9. MISCELLANEOUS

Governing Law: This Endorsement shall be governed by and construed in accordance with the laws of the state in which the Collateral is titled, without regard to conflict of laws principles.

Entire Agreement: This Endorsement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to the same.

Severability: If any provision of this Endorsement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the original intent of the Parties to the fullest extent permitted by law.

Amendments and Waiver: No amendment or waiver of any provision of this Endorsement shall be effective unless in writing and signed by the Party against whom enforcement is sought. The waiver of any breach shall not operate as a waiver of any subsequent breach.

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. Signatures delivered by electronic means shall be treated as original signatures for all purposes.

10. AUTHORITY

Each individual signing this Endorsement on behalf of a Party represents and warrants that he or she is duly authorized to execute and deliver this Endorsement on behalf of such Party and that this Endorsement is binding upon such Party in accordance with its terms.

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