When Recorded, Mail To s1

Draft of 11/1/11

WHEN RECORDED, MAIL TO: Payson City Attn: David Tuckett 439 W. Utah Avenue Payson, Utah 84651

QUIT CLAIM DEED

IN CONSIDERATION of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole (“Grantor”), hereby quit claims to PAYSON CITY, UTAH, whose mailing address for purposes of this Quit Claim Deed is 439 W. Utah Avenue, Payson, Utah 84651 (“Grantee”), all of Grantor’s right, title and interest in and to the real property situated in Utah County, State of Utah, and described as follows:

A portion of the Northeast Quarter of Section 5, Township 9 South, Range 2 East, Salt Lake Base & Meridian, and more particularly described as follows:

Beginning at a point in a fence line, said point being located S1°53’47”E along the section line 850.99 feet and West 1121.15 feet from the Northeast Corner of Section 5, Township 9 South, Range 2 East, Salt Lake Base & Meridian; thence East 5.00 feet; thence S0°58'30"E 130.63 feet; thence S16°01'55"E 59.06 feet; thence S22°14'26"E 95.34 feet; thence S31°32'44"E 101.95 feet; East 29.37 feet; S35°15'00"E 442.20 feet; thence S1°12'00"W 11.71 feet to a point on that parcel of land recorded at Entry No. 97593:2001 in the office of the Utah County Recorder; thence along said parcel the following seven (7) courses: N35°59'52"W 436.76 feet; thence S40°38'12"W 30.33 feet; thence N33°09'27"W 95.41 feet; thence N28°07'10"W 91.71 feet; thence N16°23'15"W 55.45 feet; thence N11°35'10"W 35.51 feet; thence N0°58'30"W 156.28 feet to the point of beginning. Contains: 0.23± acres

Also including any and all interest that the grantor may have in an existing ditch located in the Northeast Quarter of Section 5, Township 9 South, Range 2 East, Salt Lake Base & Meridian with the centerline of said ditch more particularly described as follows:

Beginning at a point located S1°53’47”E along the section line 2014.72 feet and West 486.57 feet from the Northeast Corner of Section 5, Township 9 South, Range 2 East, Salt Lake Base & Meridian; thence N35°30'17"W 79.88 -1-

4824-2807-0157.1 feet; thence N32°35'54"W 130.70 feet; thence N38°48'23"W 115.08 feet; thence N34°54'00"W 262.18 feet; thence N36°44'52"W 286.74 feet; thence N32°06'18"W 53.41 feet; thence N35°19'36"W 102.97 feet; thence N26°43'40"W 100.88 feet; thence N18°09'50"W 103.23 feet; thence N6°14'05"W 195.57 feet; thence N3°22'20"W 102.42 feet; thence N0°40'39"E 258.49 feet; thence N13°03'25"W 109.02 feet; thence N0°11'19"W 325.25 feet to the point of terminus which is located West 1145.78 feet from the Northeast Corner of Section 5, Township 9 South, Range 2 East, Salt Lake Base & Meridian.

TOGETHER with all easements, rights and hereditaments appurtenant thereto and all improvements located thereon (collectively, the “Property”).

RESERVING specifically unto Grantor any and all rights to the use of water (both surface or subsurface), of any kind or nature and however documented, evidenced or represented, whether by court decree, diligence claim, application to appropriate, change application, exchange application, water users claim, or otherwise, whether certificated or uncertificated, whether approved or still pending approval, and including contracts, leases, sales agreements or other contractual rights to use water, both written and oral, formal or informal, including stock subscription contracts, shares of stock or other evidence of a fractional ownership or use interest in one or more water rights, and any equitable right or claim to the use of water. It is the mutual intent of Grantor and Grantee that no water rights of any kind are conveyed by Grantor to Grantee by this Quit Claim Deed, by appurtenancy, or otherwise, including without limitation water or water rights that have historically been, are currently, or are capable of being used in the future on or in connection with the Property.

FURTHER RESERVING unto Grantor all minerals, coal, carbons, hydrocarbons, oil, gas, chemical elements and compounds, whether in solid, liquid or gaseous form, and all steam and other forms of thermal energy, on, in, or under the Property. Prior to any entry onto the surface in exercise of the reserved water or mineral rights on or below the subject property by Grantor or anyone on behalf of Grantor, Grantee or its successors shall be consulted to assure than any such entry or use does not unreasonably damage the property use or improvements of Grantee or its successors.

THIS CONVEYANCE IS FURTHER SUBJECT TO, and there is hereby retained by Grantor, a reversionary interest, pursuant to which all right, title and interest in and to the real property hereby conveyed shall automatically revert to Grantor if construction on an immediately adjacent parcel of property of a 108-bed extended care facility, for operation by the Department of Veterans Affairs, State of Utah, or assigns, is not commenced and completed prior to December 31, 2015.

BY ACCEPTANCE OF THIS QUIT CLAIM DEED, Grantee acknowledges and agrees as follows:

1. Grantee acknowledges that Grantor has not made any warranty or representation, express or implied, written or oral, statutory or otherwise, concerning all or any portion of the Property, including, but not limited to, the following: (i) the condition -2-

4824-2807-0157.1 of title to the Property; (ii) the nature, physical condition or any other aspect of the Property; (iii) the size or dimensions of the Property; (iv) the existence of hazardous materials in, on, about, under or affecting the Property; or (v) the compliance of the Property with any environmental laws or any other federal, state or local laws, ordinances, statutes, rules or regulations. GRANTEE ACKNOWLEDGES FOR GRANTEE AND GRANTEE’S SUCCESSORS AND ASSIGNS, THAT GRANTEE WILL BE ACQUIRING THE PROPERTY BASED UPON GRANTEE’S OWN INVESTIGATION AND INSPECTION THEREOF. GRANTEE ACCEPTS TITLE AND POSSESSION OF THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS,” AND THIS CONVEYANCE IS MADE AND ACCEPTED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN. GRANTOR DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY.

2. Grantee acknowledges that Grantee has been using and operating the Property for an undetermined period of time, and anticipates so using and operating the Property in the future, for the disposal of storm water, and wastewater from Grantee’s sewage treatment facility. Grantee agrees to and does hereby indemnify and save harmless Grantor, and any entity controlling, controlled by or under control with Grantor (“Affiliates”), and the officers, directors, employees, managers, members, agents, servants, successors and assigns of Grantor and its Affiliates and any tenants, lessees, permittees, licenses and invitees of Grantor (Grantor, its Affiliates, and such other indemnified individuals and parties being collectively referred to herein as the “Indemnified Parties”), from and against any and all loss and/or liability for claims, demands and suits, or causes of action in law or equity for damages and injuries (including death) of every kind and nature to persons and property, including any of the foregoing arising under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U. S. C. § 9601 et. seq., or any other federal, state, local or other statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous materials or environmental matters (collectively, “Claims”), arising out of (or claimed to have been caused by) Grantee’s past, present or future operations (or those of any other party approved, authorized or permitted by Grantee) in, on and about the Property, and Grantee will defend all such claims, demands and suits at Grantee’s sole cost and expense, including reasonable attorney’s fees, whether groundless or not.

Signatures on Following Page

4824-2807-0157.1 IN WITNESS WHEREOF, Grantor has executed this Quit Claim Deed this ____ day of November, 2011.

CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole

By: Name (Print): Its: Authorized Agent

STATE OF UTAH ) :ss COUNTY OF SALT LAKE )

On this _____ day of November, 2011 personally appeared before me, a Notary Public, ______, an Authorized Agent of CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole, personally known or proved to me to be the person whose name is subscribed to the above instrument, who acknowledged to me that he executed the above instrument on behalf of CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole.

WITNESS my hand and official seal.

NOTARY PUBLIC S E A L

4824-2807-0157.1