Legal Correction and Deposit Act

LEGAL CORRECTION AND DEPOSIT ACT

This Legal Correction and Deposit Act (the "Act") is made and entered into as of by and between Correcting Party: , an entity organized as under the laws of , with principal place of business at ; and Depositary: , an entity organized as under the laws of , with principal place of business at .

RECITALS

WHEREAS, Correcting Party is the party that executed or caused to be recorded certain instruments, filings or documents described herein that contain inadvertent, clerical, or other correctable errors (the "Original Instruments"); and

WHEREAS, the parties desire to set forth a procedure for preparation, execution, deposit and custody of correction instruments, and to specify the terms under which corrected documents will be deposited with and maintained by Depositary pending recordation or other disposition; and

WHEREAS, Depositary is willing to accept custody of Original Instruments and Correction Instruments subject to the terms and conditions set forth in this Act.

NOW, THEREFORE

In consideration of the mutual covenants and agreements herein contained, 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 Act, the following terms shall have the following meanings:

"Correction Instrument" means any corrective deed, affidavit, amendment, certificate, or other corrective instrument executed to remedy an error in an Original Instrument as described in Section 2 of this Act.

"Deposited Materials" means the Original Instruments, Corrections Instruments, supporting affidavits, and any ancillary documents delivered to Depositary under this Act.

2. DESCRIPTION OF DOCUMENTS TO BE CORRECTED

The correcting actions contemplated by this Act shall be limited to clerical, typographical, scrivener's errors, inadvertent omissions, or other non-substantive corrections that do not materially alter the rights, obligations, or legal effect of the Original Instruments. Any proposed correction that could materially affect third-party rights shall require prior written consent of affected parties as provided in Section 4.

3. PREPARATION AND EXECUTION OF CORRECTION INSTRUMENTS

3.1 Preparation. Correcting Party shall prepare reasonably detailed Correction Instruments identifying the Original Instrument, the specific error, and the exact text or datum to be corrected. Correction Instruments shall cite the recorded instrument reference and contain an express statement that the correction does not create any new lien or obligation adverse to any third party without such party's consent.

3.2 Execution. Correction Instruments shall be executed and acknowledged by the same persons or entities required to execute the Original Instrument or as otherwise permitted by applicable law. Where required by law, the executing party shall appear before a notary public or other authorized official.

4. DEPOSIT, CUSTODY, AND RELEASE

4.1 Deposit. Correcting Party shall deposit with Depositary the Original Instruments and executed Correction Instruments (collectively, Deposited Materials). Depositary shall issue a written receipt describing the Deposited Materials and the date of deposit.

Original Instruments Executed Correction Instruments Supporting Affidavits

4.2 Custody. Depositary shall exercise reasonable care in safeguarding the Deposited Materials, maintain a secure record of custody, and not permit access except in accordance with the terms of this Act or pursuant to judicial process.

4.3 Release. Depositary shall release Deposited Materials only upon written direction signed by the Correcting Party and, where required by law or contractual obligation, by all other persons with legal authority to direct release, or pursuant to an enforceable court order. Release shall be conditioned upon payment of any fees or costs due to Depositary.

5. RECORDATION

Correcting Party shall be solely responsible for recording, filing or delivering Correction Instruments to the appropriate public office as necessary to effectuate the correction. Depositary may, at Correcting Party's written direction and expense, submit Correction Instruments for recordation and shall provide evidence of recordation to Correcting Party promptly upon receipt.

6. REPRESENTATIONS AND WARRANTIES

6.1 By Correcting Party. Correcting Party represents and warrants that: (a) it has the full right, power and authority to cause the Original Instruments and Correction Instruments to be executed and deposited; (b) to its knowledge the Correction Instruments correct only errors described in Section 2; and (c) no Correction Instrument will be executed in a manner that will create any lien, encumbrance, or obligation adverse to third-party rights without the prior written consent of those third parties.

6.2 By Depositary. Depositary represents that it is duly organized and has authority to accept and hold Deposited Materials under the terms of this Act, and that it will perform custody services in accordance with customary standards of care for custodians of legal instruments.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Correcting Party shall indemnify, defend and hold harmless Depositary and its officers, directors and employees from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any inaccuracy in the representations and warranties of Correcting Party, (b) the content of Correction Instruments that exceed the scope permitted by this Act, or (c) Correcting Party's failure to comply with its obligations hereunder.

7.2 Limitation. Except for willful misconduct or gross negligence, Depositary's liability for any loss or damage with respect to any Deposited Materials shall be limited to the direct, proven damages and in no event shall Depositary be liable for consequential, incidental or punitive damages.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Act shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail, return receipt requested, or delivered by overnight courier, to the addresses set forth below or to such other address as either party designates by notice to the other.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Act may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Act 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Act shall be governed by and construed in accordance with the laws of the Governing Law Jurisdiction specified above without regard to choice of law principles. This Act constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements. If any provision of this Act is held invalid or unenforceable, the remainder of this Act shall remain in full force and effect.

11. MISCELLANEOUS PROVISIONS

11.1 Fees and Costs. Except as otherwise agreed in writing, Correcting Party shall pay all fees, taxes, recording charges and other costs associated with preparation, execution, recordation and deposit of Correction Instruments.

11.2 Cooperation. The parties shall cooperate and execute such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Act.

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