Deed of Trust Assignment of Leases and Rents

Deed of Trust Securing Obligations Pursuant to Indemnification Agreement (Right to Substitute Trustee at Will)

This Deed of Trust is made and entered into this , by , Individually and as Administrator of the Estate of , who resides at , hereinafter called Grantor, for the benefit of and , a corporation organized and existing under the laws of the state of , with its principal office located at , hereinafter referred to as Beneficiary.

Whereas, Grantor is selling to Beneficiary the personal property described in Exhibit A attached hereto and made a part hereof; and

Whereas, the parties intend that Grantor be responsible for debts of the said Estate and/or Grantor, arising before and after the sale of the personal property; and

Whereas, payment of the said debts (the indebtedness) is being secured by an Indemnification Agreement between Grantor and Beneficiary; and

Whereas, a copy of said Indemnification Agreement (which terminates ten years from the date hereof) is attached hereto as Exhibit B; and

Whereas, the undersigned is anxious to secure the payment of said indebtedness at the maturity thereof; therefore in consideration of Five and No/100 Dollars ($5.00) to him paid by , the receipt of which is hereby acknowledged, the undersigned , does hereby convey and warrant unto , Trustee, the following-described real estate, together with any buildings and improvements thereon (or that may hereafter be erected thereon) and the hereditaments and appurtenances and all other rights thereunto belonging or in anywise now or hereafter appertaining, and all plumbing, heating, and lighting fixtures and equipment now or hereafter attached to or used in connection with said premises, which said real estate, with the improvements thereon (hereinafter called Real Estate or Property), is situated in County, State of , and is described in Exhibit C attached hereto and made a part hereof.

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

A. Payment of Principal and Interest. Grantor shall promptly pay when due the principal of and any interest on the indebtedness evidenced by the Indemnification Agreement prepayment and late charges as provided in the Indemnification Agreement.

B. Application of Payments. Unless applicable law provides otherwise, all payments received by Beneficiary under the Indemnification Agreement shall be applied by Beneficiary first to interest payable on the Indemnification Agreement, then to the principal of the Indemnification Agreement, and then to interest and principal on any future advances.

C. Charges; Liens. Grantor shall pay all taxes, assessments, and other charges, fines and impositions attributable to the Property which may attain a priority over this Deed of Trust. Grantor shall promptly furnish to Beneficiary all notices of amounts due under this paragraph, and in the event Grantor shall make payment directly, Grantor shall promptly furnish to Beneficiary receipts evidencing such payments.

D. In the event the Grantor of the Property herein conveyed should become insolvent, or apply to a bankruptcy court to be adjudicated a voluntary bankrupt, or proceedings be instituted to put him in involuntary bankruptcy, or should any proceedings be taken against the Grantor, looking to the appointment of a receiver, assignee, or trustee, or should any default be made in the payment of the indebtedness secured hereby, or should there be any breach of the covenants or agreements contained herein, then in either or any such case all indebtedness becoming due thereafter on the Property herein conveyed shall, at the option of the Beneficiary, be due and payable to the Beneficiary herein.

E. The undersigned Grantor further represents unto the said Beneficiary for the purpose of obtaining the Indemnification Agreement or of obtaining deferred payment on the debt, as the case may be, secured by this instrument, that there are no liens, leases, or encumbrances of any sort against the Property conveyed herein, except, if any, as shown by the records of said County.

D. The Grantor agrees not to abandon said Property, and a breach of this condition shall cause the entire indebtedness secured hereby to become due and payable at the option of the said Beneficiary or their assigns.

E. If the title to all or any part of the Property described herein is sold, conveyed or transferred by act of the Grantor, the indebtedness secured hereby shall, at the option of the Beneficiary or the legal holder of the indebtedness, become immediately due and payable, and a failure to pay the same within ten (10) days after such transfer of title shall constitute a default hereunder according to the terms and conditions of this instrument. If the maturity date of said Indemnification Agreement is accelerated due to any such sale of the Property, Grantor agrees to use as much of the proceeds of any such sale as necessary to pay the remaining principal and interest due on the Indemnification Agreement, as well as any other sums due pursuant to any document securing said indebtedness for benefit of Beneficiary, and Grantor does hereby grant a security interest in such proceeds to Beneficiary.

F. Should the Grantor fail to pay, as hereinabove stipulated, all taxes, assessments, liens, or judgments, then the said Beneficiary, their successors and assigns, may at its option pay any such unpaid taxes, assessments, liens, or judgments, and, without notice, at its option, declare the whole debt secured by this Deed of Trust to be due and payable and proceed to foreclose same at once. All taxes, assessments, liens, and judgments paid by the said Beneficiary, and all necessary expenses incurred by said Beneficiary in connection therewith, including any expense incurred in defending the title of the Grantor to this real estate, where necessary for the protection of the said Beneficiary's interests, or in defending this Deed of Trust as a valid first lien on the real estate described or intended to be described herein, where necessary, or in seeking to have this Deed of Trust reformed by judicial proceedings, where necessary because of mistake therein, shall constitute a part of the debt secured by this Deed of Trust and become immediately due and payable to the said Beneficiary. The Grantor agrees to pay all necessary and usual charges incident to the consummation of this Indemnification Agreement, and likewise the usual and necessary costs incident to the cancellation upon the record or records of this Deed of Trust after the Indemnification Agreement has been paid in full or satisfied pursuant to its terms.

G. Grantor covenants that he/she will keep the Property in good condition and repair at his/her expense and will not damage or demolish any part or do any act by which the value of said Property will be impaired. It is further agreed that Grantor will commit no waste on the Property conveyed herein.

H. It is distinctly understood and agreed that a failure by the Grantor to pay the obligations of said Indemnification Agreement or any installments of principal, or the interest as it shall become due, or to do or perform any of the agreements set forth herein, shall cause the entire indebtedness to fall due and payable at the option of said Beneficiary, or their assigns, and shall fully empower the said Beneficiary or their assigns to have the Trustee, or any successor in said trust herein, to execute this trust, and said Beneficiary or their assigns shall not be required to declare such acceleration in writing, or give notice of it.

I. Should the Grantor fail to satisfy, as hereinabove agreed, the Indemnification Agreement or any installments of principal, or the interest as it shall become due, or to perform any of the agreements set forth herein, then at the option of said Beneficiary, and in lieu of foreclosure, Grantor shall execute upon demand and deliver to said Beneficiary, or their assigns, a deed in lieu of foreclosure covering the above-described property.

L. The Grantor waives the provisions of , and laws amendatory thereof, if any, as far as said Section restricts the right of the Trustee to offer at sale more than one hundred and sixty (160) acres at a time, and the Trustee may offer the Property herein conveyed as a whole, regardless of the manner in which it may be described. The Grantor also waives the provisions of .

N. At any sale made by any Trustee hereunder, the Trustee may from time to time adjourn said sale to a later date without rea-advertising the sale by giving notice of the time, place and terms of such continued sale at the time, when and where the Trustee shall make such adjournment, and at any sale made to enforce the trust herein given, the Beneficiary or any person in interest may become a purchaser and upon payment of the purchase price the Trustee shall execute a deed of conveyance to the purchaser thereof.

O. The attorneys' fees provided for in the above-described Indemnification Agreement and the Trustee's fee provided for in this Deed of Trust are hereby made liens on the above-described Property, and the Grantor hereby promises to pay the same should they become due under the terms of the said Indemnification Agreement and this Deed of Trust.

P. Grantor agrees to protect and preserve the herein-described real estate and not to (i) use or permit the use of the Property as a land fill or dump, (ii) store or bury or permit the storage or burying of any hazardous substances which require the issuance of a permit by the Environmental Protection Agency or any state or local agency governing the issuance of hazardous substances permits for disposal sites, or (iii) request or permit a change in zoning or land use classification except to the extent such zoning or land use change is for commercial use.

Q. Grantor shall, at Grantor's sole cost and expense, comply with all federal, state and local laws, rules, regulations and orders with respect to the discharge and removal of hazardous substances, pay immediately when due the cost of removal of any such substances, and keep the real estate herein described free of any lien imposed pursuant to such laws, rules, regulations and orders. In the event Grantor fails to do so, after notice to Grantor and the expiration of the earlier of (i) any applicable cure period, or (ii) the cure period permitted under the applicable law, rule, regulation or order, Beneficiary may either declare this Deed of Trust to be in default or cause the real estate to be freed from the hazardous substances, and the cost of the removal shall be so much additional indebtedness secured hereby and shall become immediately due and payable without notice and with interest thereon at the rate if provided for in said Indemnification Agreement. Grantor shall give to Beneficiary and their agents and their employees access to the real estate and hereby specifically grant to Beneficiary a license, effective upon expiration of the applicable cure period, to remove the hazardous substances. Grantor shall indemnify Beneficiary and hold Beneficiary harmless from and against all loss, cost, damage and expense (including, without limitation, attorneys' fees and costs incurred in the investigation, defense and settlement of claims) that Beneficiary may incur as a result of or in connection with the assertion against Beneficiary or any claim relating to the presence or removal of any hazardous substances, referred to in this paragraph, or compliance with any federal, state or local laws, rules, regulations or orders relating thereto. The agreement to indemnify Beneficiary shall survive satisfaction of the Indemnification Agreement of Grantor and a release of this Deed of Trust by Beneficiary. Grantor acknowledges that Beneficiary has no role in the management of the real estate described herein or the improvements thereon.

R. As used in paragraph (Q) above and this paragraph (R), the term "hazardous substances" shall mean all hazardous and toxic substances, wastes or materials, any pollutants or contaminants (including asbestos and raw materials which include hazardous constituents), or any other similar substances, or materials which are included under or regulated by any local, state or federal law, rule or regulation pertaining to environmental regulation, contamination or clean-up, including the Comprehensive Environmental Response, Compensation, and Liability Act as amended, and the Resource Conservation and Recovery Act as amended, and/or any state lien or state super lien or environmental clean-up statutes.

S. Grantor hereby grants to Beneficiary, their successors and assigns and their officers and agents, the right to inspect the lands herein described during normal daylight hours for the purpose of assuring Beneficiary there has been no breach of the above-described covenants and agreements. In the event of any breach of the above-described agreements, this Deed of Trust shall be in default.

T. This conveyance is in trust. Should the Grantor satisfy the obligations of the Indemnification Agreement, and should Grantor fully keep and perform all of the conditions, agreements, and obligations imposed upon the said Grantor by the terms of this instrument, this conveyance shall be void; otherwise, at the request of said Beneficiary, or any owner of said Indemnification Agreement, or either of them, the said , Trustee, or any successor or successors appointed in said Trustee's place, shall sell said Property to satisfy the indebtedness and/or obligations aforesaid then unpaid, after having published notice of the day, time, place and terms of sale in some newspaper published in said county, for three (3) consecutive weeks preceding the date of said sale; and by posting one notice thereof at the courthouse of said county for said time; and out of the proceeds arising from such sale the cost and expenses of executing this Deed of Trust shall first be paid, including a Ten Percent (10%) Trustee's fee, which is hereby agreed to be a reasonable Trustee's fee, and the attorneys' fees prescribed in said Indemnification Agreement; next the amount of said indebtedness then remaining unpaid; and, lastly, any balance remaining shall be paid to the undersigned.

U. The said Beneficiary, or any owner or holder of said Indemnification Agreement, or either of them, is hereby authorized to appoint successive Trustees in the place of said , Trustee, or his successor or successors, at any time, if said Beneficiary or any owner or holder of said Indemnification Agreement, or either of them, shall for any reason desire so to do.

Witness our signatures as of the .

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said County and State, on this day of , , within my jurisdiction, the within-named , who acknowledged that he executed the above and foregoing instrument.

My Commission Expires:

Prepared By and Return to After Recording:

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