Trust Deed Resolution Agreement

TRUST DEED RESOLUTION AGREEMENT

This Trust Deed Resolution Agreement (the Agreement) is made as of by and between Grantor Trust Name: acting by Trustee: (collectively, the Grantor), and Secured Party: (the Secured Party).

RECITALS

WHEREAS, the Grantor is the trustee of the trust identified by the Trust Instrument dated (the Trust Instrument), and the Trust holds certain real property described below; and

WHEREAS, the Secured Party has agreed to extend credit or otherwise provide value to the Grantor in the principal amount of (the Secured Obligations), which obligations the Grantor desires to secure by a deed of trust encumbering the Property (as defined below); and

WHEREAS, the Trustee has authority under the Trust Instrument and applicable law to execute and deliver a deed of trust or other security instrument to secure the Secured Obligations and to take such actions as are necessary to effectuate the security interest.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings unless the context otherwise requires: "Property" means the real property and any improvements described in Section 2. "Secured Obligations" means the obligations described in the Recitals and any extensions, renewals, or modifications thereof. "Deed of Trust" means the deed of trust, security deed or mortgage, together with any assignments, modifications and further instruments, executed pursuant to this Agreement.

2. DESCRIPTION OF PROPERTY

The Grantor hereby authorizes the encumbrance of the following real property and any appurtenances thereto:

3. AUTHORITY AND RESOLUTION

The Trustee represents and warrants that (a) the Trustee has full power, authority and legal capacity under the Trust Instrument and applicable law to execute, deliver and perform this Agreement and to grant the security interest described herein; (b) no further consent, approval or authorization of any person is required to effectuate the execution and recordation of the Deed of Trust other than those consents specifically disclosed in writing to the Secured Party; and (c) the execution and delivery of the Deed of Trust are within the Trustee's powers.

4. EXECUTION, DELIVERY AND RECORDATION

The Trustee is hereby authorized and directed to execute, acknowledge and deliver, on behalf of the Grantor, the Deed of Trust in substantially the form agreed between the parties, and to take all actions necessary to record the Deed of Trust in the appropriate real property records to create, perfect and maintain the Secured Party's security interest in the Property.

5. TERMS OF THE DEED OF TRUST

The Deed of Trust shall secure the Secured Obligations and shall contain such covenants, representations, remedies and acceleration and foreclosure provisions as are customary for instruments of this nature and as may be reasonably required by the Secured Party, provided that such terms shall not be inconsistent with the Trust Instrument or with applicable law.

6. REPRESENTATIONS AND WARRANTIES

The Grantor represents and warrants to the Secured Party that: (a) the Grantor has fee simple or such interest in the Property as is necessary to grant the security interest described herein free and clear of liens other than as disclosed in writing to the Secured Party; (b) there are no actions, claims or proceedings pending or, to Grantor's knowledge, threatened that would materially impair the Grantor's ability to perform under this Agreement; and (c) the information provided by Grantor to Secured Party regarding the Property and the Trust Instrument is true and correct in all material respects.

7. COVENANTS

For so long as any Secured Obligations remain outstanding, the Grantor covenants to: (a) maintain the Property in good repair and not commit waste; (b) comply with all laws and permits applicable to the ownership and operation of the Property; and (c) not voluntarily convey, encumber or transfer any interest in the Property except as expressly permitted by the Secured Party in writing.

8. INDEMNITY

The Grantor shall indemnify, defend and hold harmless the Secured Party from and against any losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any breach of the Grantor's representations, warranties or covenants contained in this Agreement or out of the Grantor's ownership or operation of the Property, except to the extent such losses arise from the Secured Party's gross negligence or willful misconduct.

9. RECORDATION AND FURTHER ASSURANCES

The Grantor shall execute and deliver any additional documents and take such further actions as the Secured Party may reasonably request in order to effectuate, perfect or protect the security interest granted hereby, including but not limited to executing corrective or supplemental instruments for recordation.

10. NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered in person, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

11. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver by any party of any breach or default shall constitute a waiver of any other or subsequent breach or default, nor shall any delay or failure to exercise any right constitute a waiver.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement, together with the Deed of Trust and any documents executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

15. 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. Signatures delivered by electronic facsimile or as scanned images transmitted by electronic mail shall be effective for all purposes as original signatures.

16. MISCELLANEOUS

The obligations and benefits of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Grantor shall not assign its obligations hereunder without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld.

SIGNATURES

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