Ownership Certification Agreement

OWNERSHIP CERTIFICATION AGREEMENT

This Ownership Certification Agreement (the Agreement) is entered into as of Day: Month: Year: by and between Owner Name: ("Owner") and Certificate Holder Name: ("Holder").

RECITALS

WHEREAS, Owner is the legal and beneficial owner of the property, asset or equity described as: (the Asset); and

WHEREAS, Holder requires written certification of ownership, title status and encumbrances with respect to the Asset for the purposes of documentation, transfer, financing, registration or compliance; and

WHEREAS, Owner is willing to provide such certification and make the representations, warranties and covenants contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. CERTIFICATION OF OWNERSHIP

1.1 Owner hereby certifies and warrants that Owner is the sole legal and beneficial owner of the Asset described above and that Owner holds full right, title and interest thereto as of the effective date of this Agreement, free and clear of any ownership disputes except as otherwise disclosed in Section 4 below.

1.2 Owner certifies that the ownership interest equals: and that there are no other persons or entities holding an undisclosed beneficial or legal interest in the Asset.

2. REPRESENTATIONS AND WARRANTIES

2.1 To induce Holder to rely upon this certification, Owner represents and warrants that: (a) Owner has full power and authority to execute and perform this Agreement; (b) all corporate, partnership or other organizational action necessary to authorize the execution, delivery and performance has been taken; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against Owner in accordance with its terms.

2.2 Owner further represents that, to Owner's knowledge after reasonable inquiry, there are no pending litigation, tax liens, judgments, bankruptcy filings or other claims that would materially impair Owner's ability to transfer or encumber the Asset except as disclosed in writing to Holder in the section entitled Title and Encumbrances.

3. COVENANTS

3.1 Owner covenants that from the date of this Agreement until termination, Owner will not grant, pledge, sell, assign or otherwise encumber the Asset or any portion of Owner's ownership interest therein without first giving Holder written notice and, where applicable, obtaining Holder's prior written consent.

3.2 Owner will promptly notify Holder in writing of any change in the facts or circumstances material to the certifications and representations made herein, including, without limitation, any attachment, levy, lien, judgment, or insolvency proceeding affecting the Asset.

4. TITLE AND ENCUMBRANCES

4.1 Owner discloses the existence of the following liens, encumbrances, restrictions or adverse claims with respect to the Asset (if none, enter "None"):

4.2 Owner affirms that all encumbrances listed above are true and complete and that Owner has provided true and complete copies of any relevant recorded instruments or agreements to Holder as part of the Supporting Documentation.

5. DELIVERY OF DOCUMENTS

5.1 Concurrent with or promptly following execution of this Agreement, Owner shall deliver to Holder the following supporting documents (check applicable and describe other items):

Deed, title certificate or equivalent instrument

Assignment or instrument evidencing transfer

Financial statements or ownership ledgers

6. INDEMNIFICATION

6.1 Owner agrees to indemnify, defend and hold harmless Holder and its affiliates, officers, directors, agents and employees from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Owner's representations, warranties or covenants in this Agreement or any incorrect or misleading statement contained in any document delivered pursuant to this Agreement.

7. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, certified mail or overnight courier.

8. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Asset is principally located, without regard to choice of law principles.

Entire Agreement: This Agreement, together with any documents delivered hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements and understandings between the parties with respect thereto.

Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Waiver: The waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach.

Counterparts: This Agreement 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 transmitted by facsimile or electronic image shall be binding for all purposes.

9. CERTIFICATION

Owner certifies under penalty of perjury that the information contained in this Agreement and the attached documentation is true, correct and complete to the best of Owner's knowledge and belief and that Owner is authorized to make the foregoing certifications.

Owner acknowledges that Holder will rely upon this certification in accepting, processing or recording transactions related to the Asset and that any material misrepresentation may result in legal remedies, including damages and injunctive relief.

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