Fideicomiso Trust Document

Fideicomiso Trust Agreement

This Fideicomiso Trust Agreement (the Agreement) is made on this day of , , by and between Trustor Name: (hereinafter "Trustor") and Trustee Name: (hereinafter "Trustee"). Beneficiaries are identified in Section 3 below.

RECITALS

WHEREAS, Trustor owns or will transfer to Trustee certain assets described herein for administration in fideicomiso for the benefit of one or more beneficiaries under the terms set forth in this Agreement;

WHEREAS, Trustee is willing to accept and hold such assets in trust and to administer, manage and protect the trust estate in accordance with the fiduciary duties, powers and limitations set forth in this Agreement;

WHEREAS, Trustor and Trustee desire to establish the terms, duties, powers, administration and termination conditions of the fideicomiso for the protection and disposition of trust assets for the benefit of the designated beneficiaries;

N O W , T H E R E F O R E, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, unless the context otherwise requires: "Trust Property" means all real and personal property transferred into the fideicomiso as described in Section 2; "Beneficiaries" means those persons or entities named in Section 3 who are entitled to benefits under this Agreement; "Trust Term" means the period during which the fideicomiso remains in effect under Section 8.

2. TRUST PROPERTY

Trustor hereby irrevocably transfers and delivers, or will deliver, to Trustee the property described below, together with any additions, accretions, replacements and substitutions to such property, to be held and administered pursuant to the terms of this Agreement.

3. BENEFICIARIES

Beneficiaries shall be those natural persons or legal entities named by Trustor and recorded in the trust records. Trustee shall recognize the respective interests and shares as set forth below unless modified pursuant to Section 11.

4. PURPOSE AND LIMITATIONS

The purpose of this fideicomiso is to hold, administer and dispose of the Trust Property for the benefit of the Beneficiaries in accordance with the terms of this Agreement. Trustee shall not use Trust Property for Trustee's own benefit except as expressly permitted by this Agreement or by law.

5. POWERS AND DUTIES OF TRUSTEE

Trustee shall have all powers necessary to carry out the purposes of this fideicomiso including, without limitation, the power to take possession of and manage the Trust Property, to invest and reinvest funds, to lease, sell, encumber and convey real property, to enter into contracts, to employ agents, advisors and attorneys, and to make distributions to Beneficiaries as provided in this Agreement. Trustee shall exercise such powers in good faith, with reasonable care and in the best interests of the Beneficiaries.

Select specific discretionary powers granted to Trustee (check all that apply):

Manage and operate Trust Property
Invest and reinvest trust funds
Sell, lease or encumber real property
Employ agents, attorneys and advisors
Settle claims and compromise liabilities

6. TRUSTEE COMPENSATION AND EXPENSES

Trustee shall be entitled to receive reasonable compensation for services rendered and to be reimbursed for reasonable out-of-pocket expenses incurred in the administration of the trust. Compensation may be a fixed fee or based on a schedule agreed in writing between Trustor and Trustee.

7. ACCOUNTING, RECORDS AND REPORTS

Trustee shall maintain complete and accurate records of all receipts, disbursements and transactions relating to the trust. Trustee shall provide periodic accountings to Beneficiaries and Trustor at intervals no less frequent than annually, or more often as reasonably requested by a Beneficiary with a demonstrable interest.

8. TERM AND TERMINATION

This fideicomiso shall continue for the Trust Term specified by Trustor and recorded here: Term (years): ; or until earlier terminated pursuant to the conditions set forth in this Section. Upon termination Trustee shall distribute the Trust Property in accordance with the distribution provisions in Section 9 and any applicable law.

9. DISTRIBUTIONS

Trustee shall make distributions of income and/or principal to Beneficiaries in accordance with the schedule and priorities set forth below. Trustee shall consider the health, education, maintenance and support of individual Beneficiaries when exercising discretion over distributions.

10. SUCCESSOR TRUSTEE

If Trustee is unable or unwilling to serve, a successor trustee shall be appointed in the following order or by the method described below.

11. AMENDMENTS AND WAIVER

This Agreement may be amended only by written instrument signed by Trustor and Trustee, except that Trustee may make non-material administrative modifications to the trust records to correct clerical errors without the consent of Beneficiaries. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the waiving party.

12. NOTICES

Any notice, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person or three business days after deposit in certified mail, postage prepaid, addressed to the parties at the following addresses.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, excluding conflict of law rules that would refer to the law of another jurisdiction.

14. LIMITATION OF LIABILITY

Trustee shall not be liable for any loss to the trust estate except for losses resulting from Trustee's gross negligence, willful misconduct or material breach of this Agreement. Trustee shall be indemnified and held harmless by the trust to the fullest extent permitted by applicable law for liabilities and expenses incurred in good faith in the administration of the trust.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to carry out the parties' intent.

16. 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. Facsimile or electronic signatures shall have the same force and effect as original signatures.

17. REPRESENTATIONS AND WARRANTIES

Trustor represents and warrants that Trustor has full legal capacity and authority to transfer the Trust Property and that such transfer will not violate any law or agreement binding on Trustor. Trustee represents that it has authority to accept and hold the Trust Property under applicable law and will act in a fiduciary capacity as required by this Agreement.

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