Omnibus Deed Agreement

OMNIBUS DEED AGREEMENT

This Omnibus Deed Agreement (the Agreement) is made and entered into as of by and between Grantor: , a/an organized under the laws of , with principal address , and Grantee: , a/an organized under the laws of , with principal address .

RECITALS

WHEREAS, Grantor is the owner of certain real property, interests, easements, leases and other rights identified or described in one or more deeds, instruments or filings (the Underlying Deeds) affecting the parcels and interests set out in the Schedule of Deeds attached hereto and incorporated herein; and

WHEREAS, Grantor desires to consolidate, confirm, assign and convey the Underlying Deeds, and any related interests, into a single omnibus conveyance in favor of Grantee pursuant to the terms set forth in this Agreement; and

WHEREAS, Grantee desires to accept such omnibus conveyance and to obtain a single recordable instrument evidencing the transfers, subject to the representations, covenants and conditions set forth below.

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

1. DEFINITIONS

1.1 Defined Terms. In this Agreement, unless a contrary intention appears, the following terms shall have the meanings set forth below:

"Underlying Deeds" means the deeds, instruments, assignments, memoranda and other conveyances described in the Schedule of Deeds and any amendments thereto as agreed in writing by the parties.

"Omnibus Deed" means the single consolidated deed or other recordable instrument executed and delivered by Grantor pursuant to Section 2 of this Agreement effecting the conveyance and confirmation of the Underlying Deeds.

2. CONVEYANCE

2.1 Grant and Conveyance. Subject to the terms and conditions of this Agreement, Grantor hereby conveys, transfers, assigns and delivers to Grantee, and Grantee accepts, all of Grantor's right, title and interest in and to the Underlying Deeds and the property, interests and rights described therein, effective as of the Effective Date, by execution and delivery of the Omnibus Deed.

2.2 Form of Omnibus Deed. The Omnibus Deed shall contain covenants of title and such other language as is customary for deeds of the nature of the conveyance, and in form and substance reasonably acceptable to Grantee. Grantor shall execute, acknowledge and deliver the Omnibus Deed for recording and all documents reasonably necessary to effect, evidence or perfect the conveyance.

3. CONSIDERATION

3.1 Consideration. In consideration of the conveyances and covenants set forth herein, Grantee shall pay or deliver to Grantor the sum or consideration described below and any additional consideration described in writing and agreed by the parties.

4. SCHEDULE OF DEEDS

The Underlying Deeds, including reference citations, recording data, and brief descriptions of the interests to be consolidated by the Omnibus Deed, are set forth in the schedule below. Grantor represents that the schedule is a complete and accurate list of the instruments intended to be conveyed by this Agreement to the best of Grantor's knowledge.

5. REPRESENTATIONS AND WARRANTIES

5.1 Grantor's Representations. Grantor represents and warrants to Grantee that:

(a) Grantor has full power and authority to execute and deliver this Agreement and the Omnibus Deed and to consummate the transactions contemplated herein; the execution, delivery and performance have been duly authorized by all necessary action;

(b) the execution and delivery of the Omnibus Deed will not violate any material agreement, mortgage, lien, judgment, order or encumbrance affecting Grantor other than those disclosed in the Schedule of Deeds or otherwise disclosed in writing to Grantee prior to the Effective Date;

(c) to Grantor's knowledge, there are no pending actions, claims or proceedings that challenge Grantor's right, title or interest in the Underlying Deeds except as disclosed in the Schedule of Deeds.

6. COVENANTS; FURTHER ASSURANCES

6.1 Further Assurances. Following the execution of the Omnibus Deed, each party shall execute and deliver such further instruments and take such further actions as may be reasonably required to consummate the transactions contemplated by this Agreement and to effectuate the recording and registration of the Omnibus Deed.

6.2 Title and Encumbrances. Except for matters disclosed in the Schedule of Deeds or otherwise agreed in writing, Grantor shall not, without Grantee's prior written consent, create, permit or suffer any lien, charge or encumbrance that would materially impair Grantee's rights under the Omnibus Deed prior to the delivery and recording of the Omnibus Deed.

7. INDEMNIFICATION

7.1 Grantor Indemnity. Grantor shall indemnify, defend and hold harmless Grantee from and against all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations, warranties or covenants in this Agreement, or arising from any undisclosed liens, encumbrances or title defects relating to the Underlying Deeds.

7.2 Mitigation. The indemnified party shall promptly notify the indemnifying party of any claim for which indemnification is sought and shall reasonably cooperate in the defense. The failure to give prompt notice shall not relieve the indemnifying party except to the extent materially prejudiced.

8. NOTICES

8.1 Manner of Notice. All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, registered or certified mail (return receipt requested), or electronic transmission with confirmation of receipt to the addresses below or such other addresses as the parties may designate in writing.

9. RECORDING AND DELIVERY

9.1 Recording. Grantor shall, at Grantor's expense unless otherwise agreed, execute and deliver the Omnibus Deed for recording in all jurisdictions necessary to effectuate the consolidation and conveyance described herein and shall pay any transfer taxes, recording fees and other costs related to the recording of the Omnibus Deed, except as the parties otherwise agree in writing.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below, without regard to principles of conflicts of law.

10.2 Entire Agreement. This Agreement, together with the Omnibus Deed and the Schedule of Deeds, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements, whether oral or written, relating thereto.

10.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction 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.

10.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in a writing signed by the parties. No waiver of any breach shall operate as a waiver of any other or subsequent breach.

10.5 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 deemed original signatures for all purposes.

11. CERTIFICATION AND AUTHORITY

Each signatory below represents and warrants that such signatory has full authority to enter into this Agreement on behalf of the party for whom such signatory signs, and that no further corporate or other action is required to authorize the execution and delivery of this Agreement or performance of the obligations hereunder.

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