Trust Deed Agreement

TRUST DEED AGREEMENT

Parties

Grantor:

Trustee:

Beneficiary:

Recitals

WHEREAS, Grantor conveyed and transferred certain real property to Trustee to secure performance of certain obligations described herein; Trust Name: dated .

WHEREAS, Grantor and Beneficiary have agreed that the interest of the Beneficiary in the trust shall secure payment of the indebtedness and performance of the obligations identified in this Trust Deed Agreement, including the Promissory Obligation described below.

WHEREAS, Trustee accepts the trust and agrees to hold and administer the trust estate according to the terms and powers set forth in this Agreement and applicable law.

Trust Property

Scope of Work

The Trustee shall hold, manage, and, if necessary under the terms of this Agreement, sell the trust property to satisfy the secured obligations. The Trustee's duties, powers and limitations are described in this section.

Payment Terms

Principal Amount:   Interest Rate (per annum):

Late Payment Fee: applied to any installment not paid within days after the due date.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party upon written notice delivered in accordance with the Notice provisions below and after a cure period of days.

Confidentiality

Each party shall hold in strict confidence all non-public information disclosed by the other party relating to the trust, financial terms, or trust property (Collectively, Confidential Information). Confidential Information shall not include information which is publicly available through no fault of the receiving party, independently developed, or required to be disclosed by law or court order.

The obligations of confidentiality shall continue during the Term and for a period of years following termination.

Defaults and Remedies

An Event of Default shall include failure to pay any amount when due, failure to perform a material covenant, or any representation or warranty that proves to be untrue in any material respect. Upon occurrence of an Event of Default and expiration of any applicable cure period, Trustee is authorized to exercise remedies including foreclosure, sale of trust property, and application of proceeds to outstanding obligations.

Trustee Powers

Trustee shall have all powers necessary to protect and preserve the trust estate, including but not limited to collecting rents, managing trust assets, entering into contracts for maintenance, defending and prosecuting actions affecting the trust property, and conducting a sale pursuant to the terms of this Agreement and applicable law.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

Recording and Priority

This Trust Deed Agreement may be recorded in the appropriate land records to evidence the trust and secured interest. The parties acknowledge that recording is intended to provide constructive notice of the trust and the secured obligations.

Indemnification

Grantor shall indemnify and hold Trustee and Beneficiary harmless from and against any losses, liabilities, claims, damages, reasonable expenses and obligations arising out of Grantor's breach of this Agreement, except to the extent caused by Trustee's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any promissory instruments and recorded trust documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Severability

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 effectuate the intent of the parties to the greatest extent permitted by law.

Execution

The parties have executed this Trust Deed Agreement as of the dates indicated below.

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