Escrow Deed Agreement

ESCROW DEED AGREEMENT

This Escrow Deed Agreement (the "Agreement") is made and entered into as of by and between Grantor Name: whose address is ("Grantor"), and Escrow Agent Name: whose address is ("Escrow Agent"). Grantee is identified below and is the intended beneficiary of the deed held in escrow.

RECITALS

WHEREAS, Grantor is the fee simple owner of certain real property legally described as:

WHEREAS, Grantor desires to deliver to Escrow Agent an executed deed conveying the Property to Grantee Name: whose address is to be held in escrow pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, Escrow Agent is willing to accept such deed into escrow and to hold, manage and deliver the deed in accordance with written instructions and the terms of this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Deed" means the executed special warranty or grant deed, together with any affidavits, assignments or related instruments, delivered by Grantor to Escrow Agent and described in Exhibit A (if any).

1.2 "Escrow Instructions" means the written directions appended hereto or otherwise delivered in writing by the Grantor and acknowledged by Escrow Agent that govern the conditions under which the Deed shall be delivered.

2. APPOINTMENT AND ACCEPTANCE

2.1 Grantor hereby appoints Escrow Agent to receive and hold the Deed in escrow and to deliver or record the Deed only upon the occurrence of the conditions set forth in this Agreement. Escrow Agent accepts such appointment and agrees to perform the duties of Escrow Agent hereunder in accordance with the terms of this Agreement.

3. DEPOSIT OF DEED

3.1 Upon execution of this Agreement, Grantor shall deliver to Escrow Agent the original Deed, accompanied by any affidavits, signatures, or supporting documentation reasonably necessary to permit recording. The Deed shall be held by Escrow Agent in secure custody until delivery pursuant to this Agreement.

3.2 Description of Deed and instruments deposited (if additional description necessary):

4. ESCROW INSTRUCTIONS; CONDITIONS FOR DELIVERY

4.1 Escrow Agent shall deliver and cause to be recorded the Deed only upon satisfaction of each of the following conditions: (a) receipt by Escrow Agent of a joint written instruction from Grantor and an authorized representative of Grantee instructing delivery and/or recording; (b) payment of all sums required to be paid at or following recording for taxes, recording fees and closing costs; and (c) satisfaction of any lien release or title condition expressly set forth in the Escrow Instructions.

4.2 If the conditions precedent to delivery are not satisfied within days after the Effective Date, Escrow Agent shall notify the parties and hold the Deed until further written direction or lawful court order.

5. RECORDING AUTHORITY

5.1 Grantor hereby authorizes Escrow Agent to record the Deed when the delivery conditions set forth in Section 4 have been met and upon receipt of a written direction to record. Grantor further authorizes Escrow Agent to take such ministerial acts as are reasonably necessary to effect recording, including but not limited to payment of recording fees from funds deposited pursuant to Section 8.

Deliver and record upon satisfaction of conditions: Yes

6. DUTIES, STANDARD OF CARE AND LIMITATIONS

6.1 Escrow Agent shall act only as a fiduciary limited to the performance of administrative acts expressly authorized by this Agreement and by the Escrow Instructions. Escrow Agent shall not be responsible for the truth, sufficiency or correctness of any document or information submitted by any party other than as to its own execution and delivery.

6.2 Escrow Agent shall exercise ordinary care in the custody of the Deed. In performing its duties Escrow Agent is entitled to rely upon, and shall be protected in acting upon, any written instruction, notice, instrument, certificate, opinion of counsel, or other paper or document which Escrow Agent believes to be genuine and to have been signed or presented by the proper party.

7. FEES, COSTS AND FUNDS

7.1 Grantor shall pay Escrow Agent's fees and all costs of recording, taxes, title charges and other closing costs unless otherwise agreed in writing. Escrow Agent may require deposit of funds to pay anticipated costs prior to taking any action to record the Deed.

Estimated deposit for recording and closing costs:

8. REPRESENTATIONS AND WARRANTIES

8.1 Grantor represents and warrants that: (a) Grantor is the lawful owner of the Property and has full power and authority to execute and deliver the Deed; (b) the Deed is executed by Grantor and is in form sufficient to convey title; and (c) there are no undisclosed encumbrances that would prevent recordation or transfer except as disclosed in writing to Escrow Agent prior to deposit.

8.2 Escrow Agent represents that it is duly authorized to accept and hold documents in escrow under applicable law and that it will comply with the terms of this Agreement in good faith.

9. INDEMNIFICATION

9.1 Grantor and Grantee, jointly and severally, shall indemnify, defend and hold harmless Escrow Agent and its officers, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from acts or omissions of Grantor or Grantee, except to the extent caused by Escrow Agent's gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 Except for liability resulting from Escrow Agent's gross negligence or willful misconduct proven in a court of competent jurisdiction, Escrow Agent's liability under this Agreement shall be limited to direct damages not to exceed the greater of (a) the actual economic loss proximately caused by Escrow Agent's breach or (b) the sum of any fees paid to Escrow Agent under this Agreement.

11. NOTICES

Notices to Grantor:

Notices to Escrow Agent:

All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or such other address as a party may specify in writing.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 This Agreement, together with any Escrow Instructions in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral.

13.2 If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions which shall continue in full force and effect.

14. AMENDMENT; WAIVER; COUNTERPARTS

14.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by Grantor and Escrow Agent. No waiver of any breach shall constitute a waiver of any other breach.

14.2 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. Facsimile or electronic copies of signatures shall be treated as originals for all purposes.

15. TERMINATION

15.1 This Agreement shall terminate upon delivery and recording of the Deed in accordance with its terms, upon written mutual agreement of Grantor and Escrow Agent, or by court order. Upon termination, Escrow Agent shall deliver the Deed to the appropriate party as directed in a written instruction signed by the parties or by order of a court of competent jurisdiction.

MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of the provisions. The parties acknowledge that they have had the opportunity to seek independent counsel and have read and understand all provisions of this Agreement.

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