Legal Note Allonge

LEGAL NOTE ALLONGE

This Allonge to Promissory Note (the Allonge) is made as of Effective Date: by and between Assignor: and Assignee: .

RECITALS

WHEREAS, on or about , a certain Promissory Note (the Note) was executed evidencing an obligation of Borrower: in the original principal amount of $ and identified by Loan/Note No.: ;

WHEREAS, the Note was originally payable to Payee: and is evidenced by an original paper Note and any endorsements or prior allonges attached thereto; and

WHEREAS, Assignor desires to endorse, assign and transfer to Assignee all of Assignor's right, title and interest in and to the Note, and Assignee desires to accept such endorsement, assignment and transfer, upon the terms and conditions set forth in this Allonge.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ASSIGNMENT AND ENDORSEMENT

1.1 Assignment and Conveyance. Assignor hereby absolutely and irrevocably sells, assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Note, including all rights to payment of principal, interest, and any other sums owing under the Note, together with any and all endorsements, guaranties and instruments evidencing or securing payment thereof, whether now existing or hereafter arising (collectively, the Assigned Interest).

1.2 Endorsement. Assignor endorses the Note in blank (or as specifically set forth on the face of the Note) and directs that this Allonge be attached to and form a part of the original Note, such that Assignee shall be fully entitled to enforce the Note as holder in due course subject to the terms of this Allonge.

2. CONSIDERATION

2.1 Consideration Acknowledged. Assignor acknowledges receipt of good and valuable consideration from Assignee for the assignment and endorsement described herein. Brief description of consideration (if any):

3. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR

Assignor represents and warrants to Assignee as of the Effective Date that:

(a) Assignor is the lawful owner of the Assigned Interest, has full right, power and authority to assign the Assigned Interest free and clear of any lien, encumbrance, security interest, claim, charge or adverse interest, and will convey good and marketable title to Assignee.

(b) To Assignor's actual knowledge, the Note is genuine and enforceable in accordance with its terms and has not been cancelled, satisfied, discharged or materially altered except as disclosed to Assignee in writing.

(c) There are no defenses, offsets, claims, counterclaims or invalidations existing as of the Effective Date that would, individually or in the aggregate, materially impair the collectability of the Assigned Interest, other than those disclosed by Assignor to Assignee in writing prior to the Effective Date.

4. COVENANTS

4.1 Delivery of Documents. Assignor shall, upon request, deliver to Assignee the original Note, any endorsements, allonge(s), and any documents or instruments in Assignor's possession that are necessary to evidence or perfect Assignee's rights in the Assigned Interest.

4.2 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as reasonably may be required to carry out the intent and purposes of this Allonge.

5. EFFECT OF ALLONGE; INCORPORATION

5.1 Incorporation. This Allonge shall be attached to and become a part of the Note and shall be governed by the terms of the Note to the extent not inconsistent with this Allonge. In the event of any conflict between the terms of this Allonge and the terms of the Note, the terms of this Allonge shall control as to the matters addressed herein.

6. NOTICES

All notices, requests and other communications required or permitted under this Allonge shall be in writing and delivered to the parties at the addresses set forth below or at such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt when delivered personally or by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

7. GOVERNING LAW

This Allonge shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles that would apply the laws of another jurisdiction.

8. ENTIRE AGREEMENT

This Allonge, together with the Note and any instruments delivered pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to the subject matter hereof.

9. SEVERABILITY

If any provision of this Allonge is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the original intent of the parties to the maximum extent permitted by law.

10. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Allonge shall be effective unless made in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of such right. This Allonge may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Allonge and to evidence and perfect Assignee's rights in the Assigned Interest.

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