Legal Deed Letter

LEGAL DEED LETTER

This Legal Deed Letter (the "Letter") is made as of Date: by and between Grantor Name: whose address is and Grantee Name: whose address is .

RECITALS

WHEREAS, Grantor is the fee simple owner of certain real property located in jurisdiction set forth below and legally described as:

WHEREAS, on Deed Date: Grantor executed a deed (the "Deed") conveying the Property to Grantee, and the parties desire to set forth certain confirmations, representations, covenants and arrangements relating to the Deed and the transfer of title;

WHEREAS, the parties intend that this Letter shall constitute a written statement of the material terms and assurances associated with the conveyance of the Property and shall be relied upon by Grantee and by any assignee of Grantee.

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

1. CONVEYANCE OF DEED

1.1 Grantor confirms that Grantor executed and delivered to Grantee a Deed dated as of Deed Date: conveying all of Grantor's right, title and interest in and to the Property to Grantee by fee simple estate (subject to exceptions expressly set forth in this Letter). The parties acknowledge that the Deed is intended to be a present transfer of title and to be effective upon delivery.

2. CONSIDERATION

2.1 The consideration for the conveyance is: $ payable in the manner agreed by the parties. Grantor acknowledges receipt of all consideration required for the conveyance, and Grantee acknowledges acceptance of the Deed and the Property subject to the matters set forth in this Letter.

3. REPRESENTATIONS AND WARRANTIES OF GRANTOR

3.1 Grantor hereby represents and warrants to Grantee as of the date of this Letter and the date of delivery of the Deed that:

(a) Grantor has full corporate or individual power and authority to execute, deliver and perform this Letter and to transfer title to the Property; the execution and delivery of the Deed and this Letter have been duly authorized by all necessary action of Grantor.

(b) Grantor is the lawful owner of the Property and, except as disclosed in Exceptions: Grantor will convey marketable and insurable fee simple title free and clear of liens, encumbrances, easements, covenants or restrictions.

(c) There are no actions, suits, claims, proceedings or governmental investigations pending or, to Grantor's knowledge, threatened that would adversely affect the title to the Property or Grantor's ability to perform under this Letter.

4. COVENANTS AND FURTHER ASSURANCES

4.1 Grantor covenants to execute and deliver such further instruments and take such further actions as may be reasonably required to perfect, confirm or effectuate the conveyance of the Property, including but not limited to affidavits, releases, corrective deeds and certificates of authority.

4.2 If, after the date of this Letter, any defect in title or any claim, lien or encumbrance arises or is asserted that is attributable to acts or omissions of Grantor, Grantor shall promptly cure or indemnify Grantee against loss arising therefrom in accordance with Section 8 below.

5. DELIVERY AND ACCEPTANCE

5.1 Grantor affirms that the Deed has been duly delivered to Grantee. Grantee hereby acknowledges receipt and acceptance of the Deed and the Property subject to the terms and conditions contained in this Letter, including any exceptions identified in Section 3.

6. RECORDING

6.1 Grantee shall have the right to record the Deed in the appropriate land records office. Recording costs, documentary transfer taxes and recording fees shall be borne by: except as otherwise expressly agreed in writing.

7. TAXES AND PRORATIONS

7.1 Real estate taxes, assessments and other periodic charges shall be apportioned between Grantor and Grantee as of the date of conveyance in accordance with customary local practice, except as otherwise agreed. Any outstanding taxes or assessments assessed against the Property for periods prior to the date of conveyance shall be the responsibility of Grantor unless otherwise stated herein.

8. INDEMNITY

8.1 Grantor shall indemnify, defend and hold harmless Grantee from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations, warranties or covenants contained in this Letter or arising from matters attributable to Grantor's ownership or acts prior to the date of conveyance.

8.2 Grantee shall indemnify Grantor against any claims arising from Grantee's acts or omissions after the date of conveyance.

9. NOTICES

10. GOVERNING LAW

10.1 This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

11.1 This Letter, together with the Deed and any schedules or exhibits specifically referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral agreements and understandings between the parties concerning the conveyance and transfer of the Property.

12. SEVERABILITY

12.1 If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, such provision shall be deemed severed from this Letter and the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

13. AMENDMENTS; WAIVER

13.1 This Letter may be amended, modified or supplemented only by a written instrument executed by both parties. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

14. COUNTERPARTS

14.1 This Letter 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 effective for all purposes.

15. BINDING EFFECT

15.1 This Letter shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations under this Letter without the prior written consent of the other party, except that Grantee may assign its rights to a successor by operation of law or by assignment of all or substantially all of its interests in the Property.

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