SAMPLE TRUST AGREEMENT

[Note: This document is being provided to service managers as an eamp!e o" the t#pe o" documentation that ma# be re$uired in
connection %ith homeo%nership pro&ects under the A""ordab!e 'ousing Program( This document is not) and ma# not be re!ied
upon as) !ega! advice( Each service manager must obtain independent !ega! advice in connection %ith the deve!opment o" an#
such documentation "or its o%n use( The Province assumes no responsibi!it# or !iabi!it# %ith respect to the re!iance upon and*or
use o" this document b# an# service manager+(
This Trust Agreement dated ,,,,,,,,,,, ) -../ is made
0ET1EEN:
[Service Manager+
2the 3Service Manager45
6 and 6
[7eve!oper+
6 and 6
[Trustee+
23Trustee45
RE89TALS:
A( The Service Manager and [7eve!oper+ have entered into an agreement dated : 2the 3A'P Agreement45 pursuant to %hich)
among other things) the Service Manager agreed to provide certain !oans to e!igib!e purchasers o" certain a""ordab!e housing in a
deve!opment in [geographic area+) ;ntario(
0( Section : o" the A'P Agreement provides that) on the signing o" each !oan agreement b# the Service Manager and an e!igib!e
purchaser) the Service Manager %i!! trans"er the proceeds o" the !oan 2the 3Trust <unds45 to the Trustee in trust "or the Service
Manager=
8( The Trustee is %i!!ing to accept the Trust <unds and to ho!d in trust and disburse the same in accordance %ith the terms and
conditions o" this Agreement=
N;1 T'ERE<;RE T'9S AGREEMENT 19TNESSES T'AT "or good and va!uab!e consideration) the receipt and ade$uac# o"
%hich are hereb# ac>no%!edged) the parties covenant and agree as "o!!o%s:
?( Appointment o" Trustee The Service Manager hereb# appoints the Trustee to act as trustee on the terms and conditions set "orth
herein and the Trustee hereb# accepts such appointment on such terms and conditions(
-( 7eposit and Receipt Each o" the parties ac>no%!edge that the Service Manager %i!! de!iver the Trust <unds to the Trustee "rom
time to time and the Trustee hereb# agrees to ho!d and dea! %ith the Trust <unds in trust in accordance %ith the terms and
conditions o" this Agreement(
@( 9nvestment o" Trust <unds 7uring the period that the Trust <unds or an# part thereo" are he!d in trust b# the Trustee under the
terms o" this Agreement) the Trustee is hereb# directed to invest and reinvest the Trust <unds in a term deposit or guaranteed
investment certi"icate %ith an# 8anadian chartered ban> or trust compan# provided that no such investment sha!! have a maturit#
o" more than thirt# 2@.5 da#s "rom the date o" such investment( A!! interest earned on such investments sha!! accrue to the bene"it
o" the Service Manager( At the time the Trustee sha!! be re$uired to ma>e an# pa#ment under this Agreement) the Trustee sha!!
!i$uidate such investments to the etent necessar# to ma>e such pa#ments(
A( Re!ease o" <unds Not%ithstanding an# other provision o" this Agreement) the Trustee sha!! re!ease the Trust <unds and an#
interest accrued thereon "rom trust on!# upon receipt o" a %ritten direction "rom the Service Manager directing the Trustee as to
the pa#ment o" the Trust <unds or an# part thereo"(
B( Termination o" Trust Agreement ;ther than the provisions o" subsections C2@5 and 2A5) this Agreement ma# be terminated at
an# time b# and upon the receipt o" %ritten notice o" termination signed b# the Service Manager together %ith a direction
de!ivered in accordance %ith section A(
/( <ees
[7eve!oper+ sha!! pa# the TrusteeDs reasonab!e and documented epenses and disbursements in connection %ith the
services per"ormed hereunder(
C( Trustee The acceptance b# Trustee o" its duties under sections -) @ and A is sub&ect to the "o!!o%ing terms and conditions)
%hich sha!! govern and contro! the rights) duties) !iabi!ities and immunities o" the Trustee:
2?5 The Trustee ma# resign at an# time as Trustee and be discharged "rom a!! "urther duties under this agreement b# giving to the
Service Manager sit# 2/.5 da#sD notice in %riting or such shorter period as the Service Manager accepts( Upon receipt o" notice
o" the resignation o" the Trustee) the Service Manager sha!! "orth%ith appoint a ne% trustee acceptab!e to him and sha!! give
notice o" such appointment to the Trustee( 9" notice o" acceptance b# a successor trustee sha!! not have been de!ivered to the
Trustee %ithin sit# 2/.5 da#s a"ter the TrusteeDs giving o" notice o" resignation) the resigning Trustee ma# petition an# court o"
competent &urisdiction "or the appointment o" a successor trustee( The Service Manager sha!! have po%er at an# time on ten 2?.5
da#sD notice in %riting to the Trustee to remove the Trustee and to appoint a ne% trustee( Upon appointment o" a ne% Trustee) the
Trustee sha!! trans"er and de!iver to the ne% trustee the Trust <unds and an# other materia! in its possession re!ating to the
administration o" the Agreement) %hich %ou!d be necessar# or use"u! to the ne% trustee( ;n an# appointment o" a ne% trustee)
the ne% trustee sha!! be sub&ect to remova! as Trustee as i" it had been origina!!# named herein as the Trustee(
2-5 The Trustee is not a part# to) and is not bound b#) the A'P Agreement and sha!! not) b# reason o" signing this Agreement)
assume an# responsibi!it# or !iabi!it# "or an# transaction or agreement bet%een the Service Manager and [7eve!oper+ or either o"
them) other than the per"ormance o" its ob!igations under this Agreement) not%ithstanding an# re"erence in this Agreement to
such other transactions or agreements(
2@5 The Trustee sha!! have no duties %ith respect to the Trust <unds ecept those %hich are epress!# set "orth in this Agreement(
9t is understood and agreed that the duties o" the Trustee hereunder are pure!# administrative in nature and that it sha!! not be
!iab!e "or an# error o" &udgement) or "or an# act done or step ta>en or omitted b# it in good "aith) or "or an# mista>e o" "act or !a%)
or "or an#thing %hich it ma# do or re"rain "rom doing in connection here%ith) ecept "or its o%n "raud) %i!"u! misconduct or
gross neg!igence(
2A5 The Trustee) its partners) associates) emp!o#ees and agents sha!! incur no !iabi!ities hereunder or in connection here%ith "or
an#thing %hatsoever other than as a resu!t o" its o%n "raud) %i!"u! misconduct or gross neg!igence(
E( Notice
2?5 An# notice) certi"ication) consent) determination or other communication re$uired or permitted to be given or made
under this agreement sha!! be in %riting and sha!! be e""ective!# made and given i" 2i5 de!ivered persona!!#) 2ii5 sent b# prepaid
courier services or mai!) or 2iii5 sent prepaid b# te!ecopier or other simi!ar means o" e!ectronic communication) in each case to the
addresses set out be!o%:
To the Service Manager:
[insert address+
To 7eve!oper:
[insert address+
To the Trustee:
[insert address+
2-5 An# such communication so given or made sha!! be deemed to have been given or made and to have been received
on the da# o" de!ivering i" de!ivered as a"oresaid) or on the da# o" te!ecop#ing or sending o" the same b# other means o" recorded
e!ectronic communication) provided that such da# in either event is a business da# and the communication is so de!ivered or sent
prior to A:@. p(m( on such date( ;ther%ise) such communication sha!! be deemed to have been given and made and to have been
received on the "i"th business da# "o!!o%ing the mai!ing thereo"= provided ho%ever that no such communication sha!! be mai!ed
during an# actua! or apprehended disruption o" posta! services( An# such communication given or made in an# other manner sha!!
be deemed to have been given or made and to have been received on!# upon actua! receipt(
2@5 An# part# hereto ma# "rom time to time change its address "or notice b# notice to the other parties hereto given in
the manner a"oresaid(
F( Entire Agreement
This Agreement constitutes the entire agreement bet%een the parties hereto pertaining to the sub&ect matter hereo" and supersedes
a!! prior agreements) understandings) negotiations and discussions) %hether ora! or %ritten( There are no conditions) %arranties)
representations or other agreements bet%een the parties in connection %ith the sub&ect matter hereo" 2%hether ora! or %ritten)
imp!ied or epress) statutor# or other%ise5 ecept as speci"ica!!# set "orth herein(
?.( Severabi!it#
An# provision o" this Agreement) %hich is prohibited or unen"orceab!e in an# &urisdiction sha!!) as to such &urisdiction) be
ine""ective to the etent o" such prohibition or unen"orceabi!it# and sha!! be severed "rom the ba!ance o" this Agreement) a!!
%ithout inva!idating the remaining provisions hereo" or a""ecting the va!idit# or en"orceabi!it# o" such provision in an# other
&urisdiction(
??( Governing La%
This Agreement sha!! be governed b# and construed in accordance %ith the !a%s o" the Province o" ;ntario and the !a%s o"
8anada(
?-( <urther Assurances
Each part# hereto sha!!) prompt!# do) eecute) de!iver or cause to be done) eecuted and de!ivered a!! such "urther acts)
documents and things in connection %ith this Agreement as the other part# ma# reasonab!# re$uire) "or the purposes o" giving
e""ect to this agreement(
?@( 1aiver
No %aiver b# a part# o" an# de"au!t) breach or non6comp!iance b# the other under this Agreement sha!! operate as a %aiver o"
such part#Ds rights under this Agreement in respect o" an# continuing or subse$uent de"au!t) breach or non6 observance 2%hether
o" the same or an# other nature5( To be e""ective) an# such %aiver must be in %riting and signed b# the part# to be bound thereb#(
No %aiver sha!! be in"erred "rom or imp!ied b# an# "ai!ure to act or de!a# in acting b# either part# in respect o" an# such de"au!t)
breach or non6observance or b# an#thing done or omitted to be done b# a part# %ith respect thereto(
?A( Amendments
No amendment o" this Agreement sha!! be e""ective un!ess made in %riting and signed b# the parties hereto(
?B( Assignment
This Agreement sha!! be binding upon) enure to the bene"it o") and be en"orceab!e b#) the parties hereto and their respective
successors and permitted assigns= provided) ho%ever) that neither this Agreement nor an# right or ob!igation hereunder ma# be
assigned b# an# part# %ithout the prior %ritten consent o" the others to be given in the other partiesD so!e discretion(
9N 19TNESS 1'ERE;<) the parties have du!# eecuted and de!ivered this agreement as o" the date "irst above %ritten(
[Service Manager+
0#:
Name:
Tit!e:
7ate:
[7eve!oper+
0#:
Name:
Tit!e:
7ate:
9 have authorit# to bind the corporation
[Trustee+
0#:
Name:
Tit!e:
7ate:
9 have authorit# to bind the partnership