Real Estate ILC and Closing Document

REAL ESTATE IRREVOCABLE LETTER OF CREDIT (ILC) AND CLOSING DOCUMENT

Effective Date:    This Real Estate Irrevocable Letter of Credit and Closing Document (the "Agreement") memorializes the agreed terms and closing conditions by and between the parties set forth below for the conveyance of the Property identified herein and the issuance and acceptance of an Irrevocable Letter of Credit to secure Buyer obligations at closing.

Parties

Property Identification

Purchase and Financial Terms

Escrow Holder:    Closing Date:    Possession Date:

Irrevocable Letter of Credit (ILC) Terms

Issuer Bank Name:

ILC Expiration Date:    Last Date for Draw under ILC:

Failure of Buyer to close in accordance with this Agreement
Breach of Buyer payment or performance obligations
Failure to pay amounts required to be paid at closing
Other (describe in ILC or below)

The ILC shall be irrevocable and independent of this Agreement. Payment under the ILC shall be made upon presentation of the documents specified in the ILC and in accordance with the terms of the ILC. Buyer agrees to cause the Issuer to deliver an original ILC directly to Escrow prior to release of earnest money unless otherwise agreed in writing.

Representations, Warranties and Disclosures

Seller represents and warrants that Seller is the lawful owner of the Property, that the Property will be conveyed free and clear of all liens and encumbrances except those expressly permitted in this Agreement, and that Seller has full authority to accept the ILC as security for Buyer obligations. Buyer represents and warrants that Buyer has authority to obtain the ILC and deliver it to Escrow on the terms set forth herein.

Lead-based paint disclosure known: Yes    No
Property located in flood zone: Yes    No
Prior material damage or repair: Yes    No
Known environmental hazards: Yes    No

Closing Deliverables and Conditions

Recorded or recordable Deed conveying fee title to Buyer
Final Closing Statement / HUD-1 / ALTA Settlement Statement
Title Policy or Commitment issued in accordance with contract
Payoff/estoppel letters from lenders and lien holders
Bill of Sale for personal property (if applicable)
HOA/Condominium estoppel certificate (if applicable)

Default, Remedies and Indemnity

If Buyer fails to perform and such failure is not cured within any applicable cure period, Seller may draw upon the ILC to recover actual damages, including but not limited to unpaid purchase funds, documented out-of-pocket costs of re-marketing the Property, and reasonable attorneys' fees. The right to draw on the ILC is independent of any other remedy at law or equity. Acceptance of payment under the ILC shall not waive any other remedies available to the Beneficiary.

Each party agrees to indemnify, defend and hold harmless the other party and the ILC Issuer for claims arising from the indemnifying party's breaches of this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

Governing Law; Entire Agreement; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located. This Agreement, together with any ILC issued pursuant hereto, contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless executed in writing by the party against whom enforcement is sought.

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