Legal Trust Note

LEGAL TRUST NOTE

This Legal Trust Note (the "Note") is made and entered into as of by and between , with mailing address (\"Borrower\"), and , with mailing address (\"Lender\"). The Lender is executing this Note for the benefit of the trust named , by and through Trustee .

RECITALS

WHEREAS, Borrower has requested and Lender has agreed to make a loan evidenced by this Note on the terms and conditions set forth herein for the benefit of the Trust; and

WHEREAS, the Trust has authorized the Lender or Trustee to take and hold this Note as an asset of the Trust and the Trustee acknowledges and accepts custody of the Note pursuant to the Trust instrument and applicable law; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to repayment, security (if any), default, and remedies.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender (for the benefit of the Trust) the principal sum of USD, together with interest as set forth below.

2. INTEREST

Interest shall accrue on the outstanding principal balance at a rate equal to % per annum, calculated on the basis of a 360-day year and actual days elapsed, from the date hereof until the principal and all accrued interest are paid in full.

3. PAYMENT TERMS

Borrower shall make payments of principal and interest in accordance with the schedule set forth below. Unless otherwise agreed in writing, payments shall be applied first to accrued interest and then to principal.

Monthly Quarterly Annually

4. PREPAYMENT

Borrower may prepay all or any part of the principal at any time without penalty unless a prepayment premium is selected below. Prepayments shall be applied to accrued interest first and then to principal.

Prepayment permitted without penalty Prepayment subject to premium of

5. SECURITY

This Note is secured unsecured. If secured, the Borrower grants Lender (for the benefit of the Trust) a security interest in and to the collateral described as:

If secured, Borrower shall execute and deliver such security instruments, financing statements, deeds of trust, or other instruments as Lender may reasonably request to perfect and maintain Lender's security interest.

6. DEFAULT

An Event of Default shall occur upon: (a) failure to pay any amount due under this Note within days after written notice of such failure; (b) Borrower's insolvency, bankruptcy, or assignment for the benefit of creditors; or (c) breach of any material covenant or representation contained herein.

7. REMEDIES ON DEFAULT

Upon the occurrence of an Event of Default, Lender may, at its option, declare the entire unpaid principal and accrued interest immediately due and payable, and exercise all rights and remedies available at law or in equity, including foreclosure of any security interest, appointment of a receiver, and recovery of costs and expenses, including reasonable attorneys' fees and collection costs.

8. LATE CHARGE

If any installment is not paid within days after the due date, Borrower agrees to pay a late charge equal to the greater of USD or % of the overdue amount.

9. TRUSTEE ACKNOWLEDGMENT

The Trustee, by accepting custody of this Note, acknowledges that the Note constitutes an asset of the Trust. The Trustee represents and warrants that it has authority under the Trust instrument to receive and hold the Note on behalf of the Trust and to enforce the rights hereunder in accordance with the Trust instrument and applicable law.

10. NOTICES

All notices, demands, and communications under this Note shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by written notice to the other parties.

11. GOVERNING LAW

This Note shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles.

12. ATTORNEYS' FEES AND COSTS

If Lender enforces this Note by suit or otherwise after default, Borrower agrees to pay all costs of collection, including reasonable attorneys' fees and court costs, whether or not suit is filed.

13. ENTIRE AGREEMENT

This Note constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

14. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Note shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall constitute a waiver of any subsequent breach.

15. SEVERABILITY

If any provision of this Note is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and such invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable while preserving the parties' original intent.

16. COUNTERPARTS

This Note may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding as originals.

17. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Note and perform its obligations hereunder, that the execution and delivery of this Note have been duly authorized, and that this Note constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.

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