Legal Change of Title Document

LEGAL CHANGE OF TITLE DOCUMENT

This Change of Title Agreement (the Agreement) is entered into as of Effective Date: by and between Grantor Name: , whose principal address is , and Grantee Name: , whose principal address is .

RECITALS

WHEREAS, Grantor is the legal owner of the asset described below and has full right, title and authority to transfer the same; and

WHEREAS, Grantee desires to acquire and accept transfer of title to the asset from Grantor, and Grantor desires to convey title to Grantee upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this instrument effect a legal, binding and recordable change of title for the asset described 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. PROPERTY DESCRIPTION; TRANSFER

1.1 Grant. Subject to the terms and conditions of this Agreement, Grantor hereby transfers, assigns and conveys to Grantee all of Grantor's right, title and interest in the property described below (the Property), together with all appurtenances thereto and all rights and privileges pertaining thereto.

2. CONSIDERATION

2.1 Consideration. The transfer described in Section 1 is made for the consideration stated below, receipt of which Grantor hereby acknowledges. The parties agree that the stated consideration constitutes sufficient and valuable consideration to effectuate the transfer.

3. REPRESENTATIONS AND WARRANTIES

3.1 Grantor's Representations. Grantor represents and warrants to Grantee that: (a) Grantor is the lawful owner of the Property and has full power and authority to convey the Property free and clear of all liens, encumbrances, restrictions and claims except those disclosed in writing to Grantee; (b) there are no pending actions, suits or proceedings affecting title to the Property that have not been disclosed in writing; and (c) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Grantor.

3.2 Grantee's Representations. Grantee represents and warrants that Grantee has the full power and authority to accept the transfer and perform its obligations under this Agreement.

4. CLOSING; DELIVERY; RECORDING

4.1 Closing. The parties shall effectuate closing of the transfer (Closing) on Closing Date: , or such other date as the parties may agree in writing. At Closing, Grantor shall deliver to Grantee any instrument of transfer and any other documents reasonably required to transfer record and equitable title to the Property.

4.2 Recording. If the Property is a recordable interest, the parties shall cooperate in good faith to have this instrument and any required documents recorded in the Office of the Recorder for County: , State: . Recording costs shall be paid as provided in Section 6.

5. TAXES, FEES AND EXPENSES

5.1 Allocation of Costs. Except as otherwise agreed in writing, Grantee shall pay recording fees and any transfer taxes due as a result of the transfer. Grantor shall pay all taxes, assessments and other charges attributable to periods prior to the Transfer Date: .

5.2 Prorations. Real property taxes, assessments, and other periodic charges shall be prorated between the parties as of the Transfer Date unless the parties otherwise agree in writing.

6. INDEMNIFICATION

6.1 Indemnity by Grantor. Grantor shall indemnify, defend and hold harmless Grantee from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations or warranties or arising from facts or circumstances existing prior to the Transfer Date.

6.2 Indemnity by Grantee. Grantee shall indemnify, defend and hold harmless Grantor from and against any and all claims, liabilities, losses, damages, costs and expenses arising from Grantee's ownership or use of the Property after the Transfer Date.

7. NOTICES

7.1 Method. All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by written notice.

8. MISCELLANEOUS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State selected for governing_law below, without regard to conflict of law principles.

8.2 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, understandings and agreements, whether oral or written.

8.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

8.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be binding unless in writing and signed by both parties. The waiver by any party of a breach shall not operate as a waiver of any other or subsequent breach.

8.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be treated as originals for all purposes.

9. ADDITIONAL PROVISIONS

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