Real Estate Development Deed

REAL ESTATE DEVELOPMENT DEED

This Real Estate Development Deed (the "Deed") is made and entered into as of by and between with an address of (hereinafter "Grantor"), and with an address of (hereinafter "Grantee").

RECITALS

WHEREAS, Grantor is the legal and equitable owner of certain real property described as located in , (the "Property").

WHEREAS, Grantor desires to convey to Grantee, and Grantee desires to accept, certain rights and an interest in the Property for the purpose of developing, constructing, and completing improvements in accordance with the Development Plan (as defined below), subject to the covenants, conditions, limitations and obligations set forth in this Deed.

WHEREAS, the parties intend that this Deed shall impose development covenants and restrictive obligations that run with the land and are enforceable by Grantor and its successors and by any holders of recorded security interests as expressly set forth herein.

NOW THEREFORE

In consideration of the mutual covenants, agreements, and the conveyance described herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby conveys, grants and assigns to Grantee, and Grantee accepts, the rights, easements, covenants and obligations set forth in this Deed.

1. DEFINITIONS

For purposes of this Deed, the following terms shall have the meanings set forth below:

"Development Plan" means the development program, site plans, phasing schedule and construction specifications attached to or described in this Deed and further described in the field below:

"Property" shall mean the real property legally described as follows:

2. CONVEYANCE

Grantor hereby conveys to Grantee, subject to the Permitted Exceptions, all of Grantor's right, title and interest in and to the Property necessary for Grantee to perform the Development Plan, including the right to construct, operate and maintain improvements, subject to the covenants, conditions and restrictions set forth in this Deed. This conveyance is intended to grant development rights and not to release Grantor from any existing obligations unless expressly stated.

Permitted Exceptions: standard utility, access and municipal exceptions, recorded liens and encumbrances disclosed in the title commitment provided to Grantee on .

3. DEVELOPMENT COVENANTS

Grantee covenants and agrees that the development, construction and completion of the improvements on the Property shall be performed in material conformance with the Development Plan and in accordance with all applicable laws, codes and permits. Grantee shall commence material construction on or before and shall achieve Substantial Completion of the improvements by no later than , subject to excusable delays.

If Grantee fails to commence construction by the commencement date or to achieve Substantial Completion by the completion date, then Grantor shall have the remedies set forth in Section 9, including the right to damages, specific performance and, if the default is not cured within the cure period, reentry and termination as provided herein.

4. STANDARDS OF CONSTRUCTION; PERMITTED USES

All construction shall be performed in a good and workmanlike manner in compliance with the Construction Standards set forth below and in any municipal permits. Grantee shall ensure that all improvements conform to the aesthetics, materials and performance standards set forth in the Development Plan.

Permitted Uses: The Property shall be used only for the following uses:

5. INSURANCE; INDEMNITY

Grantee shall, at its sole cost, maintain insurance with coverages and limits customary for comparable developments, including commercial general liability, builder's risk and worker's compensation. Grantee shall name Grantor as an additional insured on the commercial general liability policy while construction is underway.

Grantee agrees to indemnify, defend and hold harmless Grantor from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Grantee's performance of the Development Plan, the construction or operation of improvements, or any breach of this Deed by Grantee, except to the extent caused by Grantor's gross negligence or willful misconduct.

6. ACCESS AND INSPECTION

Grantor, and its agents and representatives, shall have reasonable access to the Property during normal business hours upon prior notice to Grantee for the purpose of inspecting progress of construction and compliance with the Development Plan. Such inspections shall not unreasonably interfere with Grantee's construction operations.

7. ASSIGNMENT

Grantee may assign its rights and obligations under this Deed only with Grantor's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided that any assignee assumes Grantee's obligations hereunder in writing. Notwithstanding the foregoing, Grantee may assign to a bona fide lender as security for financing without Grantor's consent, provided that the lender executes an agreement to be bound by the covenants of this Deed in the event of foreclosure or acceptance of assignment.

8. DEFAULT; REMEDIES

In the event Grantee defaults in the performance of any material obligation under this Deed, Grantor shall provide written notice specifying the nature of the default and a period of thirty (30) days to cure such default (or such longer period as reasonably necessary if the default cannot be cured within thirty (30) days and Grantee is diligently pursuing cure). If the default remains uncured beyond the cure period, Grantor may pursue any remedies available at law or in equity, including injunctive relief, specific performance, damages and, to the extent expressly provided herein, reentry and termination of the rights granted by this Deed.

Liquidated Damages: If Grantee fails to achieve Substantial Completion by the Completion Date without having obtained a written extension, Grantee shall pay liquidated damages in the amount of per day until Substantial Completion, which the parties agree constitutes a reasonable estimate of loss.

9. REVERSION AND TERMINATION

Upon a material uncured default by Grantee, Grantor may terminate this Deed in whole or in part by delivering notice to Grantee specifying the termination and the reason therefor. Termination shall be effective as of the date specified in the notice and, upon termination, all rights granted hereunder shall revert to Grantor to the extent provided herein.

10. RECORDING

This Deed is intended to be recorded in the official land records of the county in which the Property is located. Recording information:

11. NOTICES

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

12. MISCELLANEOUS

Governing Law: This Deed shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement: This Deed, together with the Development Plan and any exhibits hereto, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Severability: If any provision of this Deed is determined to be invalid, illegal or unenforceable, such determination shall not affect the remaining provisions, which shall remain in full force and effect to the fullest extent permitted by law.

Amendments; Waiver: No modification, amendment or waiver of any provision of this Deed shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any subsequent default.

Counterparts: This Deed may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

AUTHORITY AND CERTIFICATIONS

Each signatory below represents and warrants that: (a) such person is duly authorized to execute and deliver this Deed on behalf of the party for which such person signs; (b) the execution and delivery of this Deed and the performance of such party's obligations hereunder have been duly authorized by all necessary action; and (c) this Deed constitutes the legal, valid and binding obligation of such party enforceable in accordance with its terms.

ACKNOWLEDGMENT OF RECORDING

The parties acknowledge that this Deed may be recorded in the official land records and that recording shall provide constructive notice to all subsequent purchasers and encumbrancers to the extent provided by law.

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