DEED OF TRUST

 
THIS DEED OF TRUST entered into 21ST January 2020, made by and between:
GERALD I. CATAYLO a Certified Public Accountant whose address is Tumaga,
Zamboanga City (hereinafter referred to as "Borrower", and shall include the
Borrower's successors, heirs, executors, administrators, legal representatives
and assigns, whether voluntarily or by operation of the law), MATTHEW I.
CATAYLO whose address is Tumaga, Zamboanga City (hereinafter referred to
as "Trustee") and CATAYLO GROUP CORPORATION, organized and existing
under the laws of the Philippines and located at Nunez-Vitaliano Agan Highway
Extension (hereinafter referred to as "Lender").

WITNESSETH:

IN CONSIDERATION OF the herein contained obligations and sum

loaned to the aforementioned Borrower by the Lender, for the principal amount
of ₱ 1, 000, 000 only as the "Principal Amount", as evidenced by the
promissory note (the "Note") dated 2OTH January 2020, the receipt by which the
Borrower does hereby acknowledge itself indebted, the Borrower does hereby
IRREVOCABLY GRANT, TRANSFER AND ASSIGN to the TRUSTEE IN TRUST
WITH POWER OF SALE, that real property located at Block 6 Lot 1, Zone 6
Tumga in the City of Zamboanga of Philippines County with the following
legal description:

TOGETHER WITH the rents, issues and profits thereof, SUBJECT,

HOWEVER, to the right, power and authority given to and conferred upon
Lender by Assignment Of Rents; Appointment Of Receiver; Lender In Possession
Section of the provisions incorporated herein by reference to collect and apply
such rents, issues and profits. For the Purpose of Securing: 1. Performance of
each agreement of Borrower incorporated by reference or contained herein. 2.
Payment of the indebtedness evidenced by one promissory note of even date
herewith, and any extension or renewal thereof, in the principal sum of ₱ 1,
000, 000 executed by Borrower in favor of Lender. 3. Payment of such further
sums as the then record owner of said property hereafter may borrow from
Lender, when evidenced by another note (or notes) reciting it is so secured.

IN CONJUNCTION WITH all the buildings and improvements now in

place or erected on the Property hereafter, along with any and/or all
easements, rights, appurtenances, and fixtures that are now or hereafter a part
of the aforementioned Property. Any and all future replacements and/or
additions shall also be covered by this Trust.

THE BORROWER HEREIN PROMISES that said Borrower is the entitled

and legal owner of the estate that is hereby conveyed and that said Borrower
therefore has the right to grant and convey said Property and that said
Property is hereby unencumbered with the exception for any such
encumbrances of record. In addition, the Borrower further guarantees and
promises that s/he shall defend the title to the aforementioned Property
against any and all claims and demands, which may be subject to any
encumbrances of record.

IN AN EFFORT TO PROTECT THE SECURITY of this Deed of Trust, the

parties do hereby agree as follows:
 
PAYMENT TERMS
 
PAYMENT GUARANTEE
TO SECURE to Lender the repayment of the indebtedness evidenced by
Borrower's Note dated 2OTH January 2020 and extensions and renewals
thereof, in the principal sum of ₱ 1, 000, 000 with interest thereon, providing
for monthly installments of principal and interest, with the balance of the
indebtedness, if not sooner paid, due and payable on 2OTH January 2022; the
payment of all other sums, with interest thereon, advanced in accordance
herewith to protect the security of this Deed of Trust; and the performance of
the covenants and agreements of Borrower herein contained.
 
PAYMENT OF PRINCIPAL AND INTEREST
Borrower fully acknowledges and thus agrees to promptly pay the principal and
interest indebtedness evidenced in the Note and late charges as provided in the
Note.
 
ESCROW FUNDS
There may be Periodic Payments due under this Deed of Trust, until such time
as the Principal Amount has been paid in full, and there is no longer any
money owing. As such, the Borrower herein agrees to pay to the Lender, ₱ 1,
000, additional monies (the "Escrow Funds") to provide for the payment of the
following "Escrow Items":
 
a) Any and all yearly property and/or schools taxes, assessments or other
items, which are considered a priority over this Deed of Trust as an
encumbrance and/or lien on the Property;
 
b) Lease Payment, if any, which may be associated with the Property;
 
c) Payment for any and all insurance premiums related with the Property,
including but not limited to, Mortgage Insurance which may be required
by the Lender.
 
It is the responsibility of the Borrower to ensure that the Lender is made aware
of any and all monies that require payments with regards to this Section. Upon
the request of the Lender, the Borrower shall provide any receipts, bills, and/or
invoices verifying or validating such payments to the Lender. Should the
Borrower fail to make said payments in a timely manner, the Lender, at its
discretion, make any and all past due payments of the aforementioned "Escrow
Items," and as such, the Borrower shall then be obligated to repay the Lender
for any such amount paid. The Lender shall have the option to waive any of the
Borrower's obligations to repay monies to the Lender for any and all "Escrow
Items" as it may deem fit by providing to the Borrower written notice of said
waiver.
 
If the Lender provides no such waiver, it then becomes the responsibility of the
Borrower to make immediate payment directly to the Lender, when and where
payable as designated by the Lender, for the full amount due for any and all
Escrow Items. Should the Borrower be obligated to ensure payment of "Escrow
Items" directly, and said Borrower fails to ensure such payments are made in a
timely fashion, then the Lender reserves the right under this Section to make
payment for such amounts and Borrower shall be obligated to repay the Lender
for any such amount.
 
It is the responsibility of the Borrower to collect and deposit "Escrow Funds" in
accordance with the Real Estate Settlement Procedures Act ("RESPA"). The
Lender shall provide an estimate of the amount of the "Escrow Funds" due in
accordance with applicable State and/or Federal Law. Should there be a
surplus of funds held in escrow, as defined in the RESPA, the Lender shall
then provide to the Borrower the excess funds in accordance with the RESPA
guidelines. However, should there be a deficiency of said funds held in escrow,
then the Lender shall immediately notify the Borrower in writing of such
deficiency and the Borrower, at that time, must make immediate payment to
the Lender any amount necessary to offset the deficiency.
 
Once payment has been made in full of all "Escrow Items," the Lender shall
then promptly refund to the Borrower any excess funds which may be held by
the Lender.
 
PAYMENT OBLIGATION
The Borrower does hereby agree to pay any and all monies that are due and
payable pursuant to this Deed of Trust and all additional amounts that are
secured by this Deed of Trust without abatement (lowering the amount or rate),
off-set or counterclaim. However, if the Borrower later makes a claim against
the Lender, either by abatement, off-set or counterclaim, the Borrower herein
agrees that any such claim filed shall not in any way reduce or postpone their
obligation to may all payments as provided for by this Trust.

PAYMENT APPLICATION
Any and all payments submitted by the Borrower and received by the Lender
shall first be applied towards the payment of the interest calculated at the
aforementioned Interest Rate, and the balance of the monies paid shall then be
applied towards the payment of the Principal Amount. All received payments
shall be applied in the order in which it became due and payable. However, in
the event that the Borrower defaults on any payment the Lender shall then
have the right to apply any payment received, while in default, as the Lender
deems necessary.
 
ADDITIONAL CHARGES AND ENCUMBRANCES
Borrower shall perform all of Borrower's obligations under any mortgage, deed
of trust or other security agreement with a lien which has priority over this
Deed of Trust, including Borrower's covenants to make payments when due. It
shall be the sole responsibility of the Borrower to ensure that all payments are
made for any and all taxes, assessments, charges, fines, and all other
obligations or impositions be attributable to the Property. Should any of the
above mentioned items be titled as "Escrow Items", the Borrower must pay
them in the manner outlined under "Escrow Funds."
 
RELEASE AND RECONVEYANCE
Once payment in full has been received for all the sums that have been secured
by this Deed of Trust including, but not limited to, the Principal Amount and
Interest, the Lender at that time will request the Trustee to reconvey (re-
transfer) the Property and shall surrender this Deed of Trust and all notes
evidencing indebtedness secured by this Deed of Trust to the named Trustee.
The Trustee shall then reconvey said Property without warranty to the person
or persons legally entitled to the Property. The "entitled" person or persons
shall be solely responsible to pay any associated costs for the recording of said
Property. In addition, the Lender reserves the right to charge "entitled" person
or persons a fee for reconveying the Property. This fee only applies when said
fee is first paid to a third party (such as the Trustee) for services rendered and
the charging of the fee is permitted under Applicable Law.
 
SALE WITH CONSENT
The Trustee guarantees and states that they will not sell, transfer, assign, or
otherwise dispose of all or any part of said Property or any interest in the
Property without the prior written consent of the Lender. Lender or Trustee
shall mail copies of such notice in the manner prescribed by applicable law.
 
PROPERTY INSURANCE
The Borrower, shall be obligated to keep and maintain the improvements that
now exist or may later be erected on the Property and that which shall be
insured against loss by fire, any hazards which may be included within the
term of "extended coverage," and any other such hazards which shall include,
but are not limited to, earthquakes and floods, of which the Lender herein
requires insurance. The Borrower has the right to select an insurance carrier of
his/her choosing, so long as said insurance carrier meets the approval of the
Lender, provided that such approval shall not be unreasonably withheld.
Borrower shall be required to maintain a minimum coverage of ₱ 5, 000.
 
At any time, should the Borrower fail to maintain any of the prescribed
coverage, the Lender then reserves the right to obtain said insurance coverage
at the Borrower's expense. The Borrower herein acknowledges that the cost of
the insurance obtained by the Lender may exceed the cost that the Borrower
may have paid to obtain the same insurance coverage. Furthermore, any
amounts that may have been paid by the Lender shall become an additional
debt to the Borrower and therein secured by this Trust. In addition, any
amounts which have been paid by the Lender shall incur interest at the herein
stipulated Interest Rate, if any, from the date of payment and shall be payable,
along with interest, upon written notice from the Lender to the Borrower
requesting said payment.
 
Any insurance policy or renewal purchased by the Borrower, shall include the
standard mortgage and/or trust clause and shall name the Lender as
mortgagee and/or as an additional loss payee, and with any loss sustained to
be payable to the Lender. Furthermore, the Borrower herein agrees to generally
assign rights of the insurance proceeds to the Lender up to the outstanding
loan balance. At the request of the Lender, the Borrower shall provide to the
Lender: 1) a copy of the obtained insurance policy; 2) any and all receipts of
paid premiums and renewal notices.
 
In the event of a loss, it shall be the obligation of the Borrower to provide
prompt written notice to the acquired insurance carrier and to the Lender, as
well. Lender may make proof of loss if not made promptly by Borrower. In
addition, unless otherwise agreed to in writing by the Lender and Borrower,
any insurance proceeds received must be applied to any restoration or repair of
said property, as long as the restoration and/or repairs are deemed
economically feasible. However, should the restoration and/or repairs be
deemed not economically feasible, then the insurance proceeds shall be applied
to the balance of this Trust, despite whether or not any balance of the Trust is
due, and any excess, if any, shall be paid to the Borrower.
 
If the Property is abandoned by Borrower, or if Borrower fails to respond to
Lender within 30 days from the date notice is mailed by Lender to Borrower
that the insurance carrier offers to settle a claim for insurance benefits, Lender
is authorized to collect and apply the insurance proceeds at Lender's option
either to restoration or repair for the Property or to the sums secured by this
Deed of Trust.
 
PRESERVATION AND MAINTENANCE OF PROPERTY
Borrower shall keep the Property in good repair and shall not commit waste or
permit impairment or deterioration of the Property and shall comply with the
provisions of any lease if this Deed of Trust is on a lease hold.
 
OCCUPANCY, MAINTENANCE, AND REPAIR
The Borrower shall have the right to occupy, establish and/or use the Property
as their principle residence upon the completion and execution of this Trust.
The Borrower herein agrees not to allow the said Property to become
abandoned and/or vacant without the prior written consent of the Lender. The
Borrower has the obligation and responsibility to ensure the Property is not
damaged, destroyed or compromised, nor allow the Property to become
blighted, uninhabitable or allow waste to accumulate on said Property.
Regardless of whether or not the Borrower inhabits said Property, it shall
remain the Borrower's responsibility to maintain said Property and to ensure
that it does not deteriorate or fall into disrepair, nor decrease in value due to
its condition. Furthermore, the Borrower shall be responsible to ensure that
prompt repairs, replacements and improvements are made to avoid the
likelihood of further deterioration or damage that may occur.
 
In the event that it may become necessary, the Lender may make reasonable
entry and/or inspections of the Property and premises. Should the Borrower
neglect to maintain the Property in sound and good condition, or allow the
Property to fall into a deteriorated state that would result in decreased property
value, the Lender shall reserve the right to make such repairs and
improvements deemed necessary to maintain the Property.
 
HAZARDOUS SUBSTANCES
The Borrower shall not cause, create nor permit the presence, use, disposal,
storage or release of any type of hazardous material or substance in, on or
around the Property. The types of hazardous materials would include, but are
not limited to, any pollutants, toxic wastes, and any such substances that may
be defined as toxic or hazardous substances as defined by environmental law,
and shall also include the following types of substances: gasoline, kerosene,
flammable or petroleum products, pesticides and herbicides, unstable solvents,
any materials which may contain asbestos or formaldehyde, as well as any type
of radioactive materials. In addition, the Borrower shall not permit anyone else
to do anything which might adversely affect or negatively impact the value of
said Property. The Borrower hereby agrees to promptly take all necessary,
remedial actions in accordance with federal, state and/or local law and/or
regulations with regards to any hazardous substances.
 
DEFAULT AND REMEDIES
 
DEFAULT
Pursuant to the terms and conditions of this Trust, the Borrower may be
deemed to be in default in the event that any of the following conditions are
met:
 
a) Borrower neglects to ensure the monthly payment of the Principal
Amount, interest, or any other said amounts associated with and due
as stipulated within this Trust;
 
b) Borrower neglects to perform and/or comply with any of the herein
contained terms, conditions, obligations and/or responsibilities
stipulated within the Trust;
 
c) At any time during the loan application process, Borrower has
provided and/or declared any statement or information of a false,
misleading, or inaccurate nature to the Lender or any other party who
may be associated with this Trust and/or in connection with the loan;
 
d) Should any civil or criminal legal action or proceeding be brought or
initiated, which could result in a loss of said Property or any other
damage or injury with regards to the Lender's interest in said Property
 or which may negatively impact the Lender's rights provided under
this Trust;
 
e) Should a lien of any type or manner be brought, placed and/or filed
against said Property, or should a default arise as a result of any
other lien and/or encumbrance already in existence on said Property;
 
f) In the event that the Borrower abandons, relinquish, or neglects to
maintain occupancy of the Property; and/or
 
g) Should said Property or any physical aspect of said Property be
confiscated or seized.
 
PAYMENT ACCELERATION
At any time throughout the duration of this Trust, if the Borrower shall be
deemed to be in default in accordance with and pursuant to the terms and
conditions of this Trust, then it shall be the obligation of the Lender, at that
time, to ensure that the Borrower is provided with written notice regarding the
default. The contents of the written notice must stipulate and identify: i) the
details related to the default (i.e. the breach); ii) action or steps deemed
necessary to correct or rectify the default, if any such action or steps are
permissible (i.e. cure the breach); iii) the date, of not less than TEN days from
the date that written notice is provided, in which the default must be rectified;
and iv) if the default is not cleared or cured on or before the date specified
within the written notice said default shall result in the expediting of all sums
due and payable in full, principal amount, interest and any other amount
which may be secured by this Trust. Once the default has been rectified or
cured, the Trust shall be reinstated in full force and effect. However, should the
Borrower fail to rectify or cure the default, the Lender has the option to invoke
the STATUTORY POWER OF SALE and initiate foreclosure proceedings.
 
The Lender shall reserve the right to demand immediate payment in full in the
event of a default, without limitations. Upon default, any delaying of the
enforcement of the terms of this Trust, on the part of the Lender, which may
include, but shall not be limited to, the acceptance of any late payment from
the Borrower or a third party, and/or acceptance of any payment that is less
than the amount due at the time, shall not constitute a waiver to enforce
acceleration on default.
 
STATUTORY POWER OF SALE
In the event a breach is not cured on or before the date specified in the notice,
the Lender at Lender's option may declare all of the sums secured by this
Mortgage to be immediately due and payable without further demand and
Lender may invoke the STATUTORY POWER OF SALE and any other remedies
permitted by applicable law. Lender shall be entitled to collect all reasonable
costs and expenses incurred in pursuing the remedies provided in this
paragraph, including, but not limited to, any and all reasonable attorney's fees.
 
If Lender invokes the STATUTORY POWER OF SALE, Lender shall execute a
written notice of the occurrence and mail a copy of a notice of sale to Borrower,
and to any other person required by applicable law, in the manner provided by
applicable law. Lender shall publish the notice of sale and the Property shall be
sold in the manner prescribed by applicable law. Lender or Lender's designee
may purchase the Property at any sale. The proceeds of the sale shall be
applied in the following order: (a) to all reasonable costs and expenses of the
sale, including reasonable attorney's fees and costs of title evidence; (b) to all
sums secured by this Mortgage; and (c) the excess, if any, to the person or
persons legally entitled thereto. Lender and Trustee shall adhere to all
applicable local, state and federal laws in the event of a STATUTORY POWER
OF SALE.
 
ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN
POSSESSION
As additional security hereunder, Borrower hereby assigns to Lender the rents
of the Property, provided that Borrower shall, prior to acceleration under
Payment Acceleration Section above, or abandonment of Property, have the
right to collect and retain such rents as they become due and payable.
 
Upon acceleration (as described above) or abandonment of the Property,
Lender, in person, by agent or judicially appointed receiver shall be entitled to
enter upon, take possession of and manage the Property and to collect the
rents of the Property including those past due. All rents collected by Lender or
the receiver shall be applied first to payment of the costs of management of the
Property and collection of rents, including, but not limited to, receiver's fees,
premiums on receiver's bonds and reasonable attorney's fees, and then to the
sums secured by this Deed of Trust. Lender and the receiver shall be liable to
account only for those rents actually received.
 
LENDER'S INTEREST
In the event that the Borrower should neglect to perform any of the terms,
conditions and/or agreements contained within this Trust, or should any legal
proceeding be brought bear that would negatively impact the Lender's interest
in the Property, or should the Borrower desert, vacate or abandon said
Property, then the Lender shall have the right to do and/or pay for whatever is
deemed to be reasonable and/or appropriate to protect the Lender's interest
and rights in said Property as contained within this Trust, and of which
includes, but is not limited to:
 
a) The payment of any such sums of money which have been secured by an
encumbrance or lien, and of which take priority over this Trust;
 
b) Any required court appearance;
 
c) The reasonable payment of attorney's fees, which may be incurred in an
effort to protect its interest in said Property and/or any rights provided
for within this Trust;
 
 d) The payment for the reasonable cost of any required repair or
maintenance performed in an effort to ensure said property to maintain
the premises in good condition; and
 
e) Take any action as is necessary to protect Lender's interest.
 
The Lender shall reserve the right, at all times, to initiate any action deemed
necessary under this Section to preserve and maintain the Lender's interest in
said Property. However, the Lender is not beholden to do so and in no way
under any duty or responsibility to do so. All parties acknowledge and agree
that the Lender shall in no way sustain or be held be liable for failing to take
any and/or all actions in the performance of such tasks. In addition, and
monies paid by the Lender to protect its interests shall become additional debt
of the Borrower, and as such is protected and safeguarded by this Trust.
 
AUTHORITY TO SELL OR FORECLOSE
In the event that the Borrower is deemed to be in default pursuant with the
terms and conditions of this Trust, at any time, the Lender shall reserve the
right and authority to initiate foreclosure proceedings and thus force the sale of
the Property without the need of any judicial proceeding or intervention. If
there is a delay in the Lender exercising this right, it shall in no way constitute
a waiver of this right at a later date, should the Borrower continue to be in
default or deemed in default again anytime in the future. Lender must adhere
to all applicable local and state foreclosure laws.
 
LEGAL REMEDIES
The Lender shall, at all times, reserve the right to impose any and all legal
remedies allowable in accordance with Applicable Law, despite whether or not
any such remedies may be specifically or explicitly granted within the terms
and conditions of this Trust, including but not limited to the initiating of any
foreclosure proceeding.
 
Should the Lender, impose said power of sale, the Trustee shall have the
authority and power to execute a written notice of the incident causing the
default and of the Lender's desire to sell the Property. It shall be the
responsibility of either the Lender or the Trustee to ensure copies of the written
notice are mailed to both the Borrower and the Guarantor, and also to ensure
that public notice of the sale is provided in such a manner pursuant to
Applicable Law.
 
When the allocated time required by Applicable Law has been satisfied, the
Trustee shall then proceed with the sale of the Property at a public auction and
that the sale of the Property shall be awarded to the highest bidder in
accordance with the terms and conditions designated by the Trustee within the
notice of sale. The Trustee shall have the power and authority and shall reserve
the right to postpone sale of said Property through the issuance of a public
announcement at the time and place of the previously schedule sale. In
addition, the Lender or its Agent shall have the power and authority and shall
reserve the right to purchase said Property at any publicized sale.
 
MISCELLANEOUS TERMS & CONDITIONS
 
GOVERNING LAW
The state and local laws applied to this Deed of Trust shall be the laws of the
jurisdiction in which the Property is located. The foregoing sentence shall not
limit the applicability of federal law to this Deed of Trust. As used herein,
"costs," "expenses" and "attorneys' fees" include all sums to the extent not
prohibited by applicable law or limited herein.
 
SEVERABILITY
Should any term, condition, or provision of this Deed of Trust be deemed or
held to be invalid or unenforceable for any reason, those remaining terms,
conditions and provisions shall remain valid and enforceable. Should a court of
law determine that any term, condition or provision of this Deed of Trust is
invalid or unenforceable, but that by limiting such term, condition or provision
it would become valid and enforceable, then such term, condition and/or
provision shall be deemed to be written, construed and enforced as so limited.
 
JOINT SIGNATURES
Should there be more than one Borrower or legal entity, each Entity or
Borrower who signs this Deed of Trust shall then be jointly and severally
required to comply with all the herein contained duties, responsibilities and
liabilities of the other Borrower.
 
STATUTORY PROVISIONS
All provisions contained within this Deed of Trust are additional and
supplemental to the extent permissible by law, and in conjunction with the
provisions set forth in the Applicable Law with regards to trusts.
 
SUBSTITUTE TRUSTEE
The Lender shall reserve the right and shall have the option to appoint a
Successor Trustee by such instrument that has been executed and
acknowledged by said Lender, and that said instrument shall be recorded
within the Office of the Recorder of the County in which said Property is
located. Said instrument shall contain the name of the original Lender, Trustee
and Borrower, the book and page number as to where this Instrument is
recorded, and the name and address of the Successor Trustee. The herein
name Successor Trustee shall assume and take on all power, authority, duties
and title, without conveyance of said Property, of the Trustee herein and by
applicable law. The procedure for substitution of trustee shall govern to the
exclusion of all other provisions for substation.
 
NOTICE
Except for any notice required under applicable law to be given in another
manner, any and all legal notices provided by either party that are in
connection with this Trust, must be done so in writing, and said notice shall be
considered satisfactorily delivered when it has been mailed by way of first class
or certified mail to the herein provided or otherwise provided address of the
recipient. The recipient's address shall be the Property address as stated and
contained herein this Trust, unless another separate address has been
designated. If any change of address has been instituted by any party to this
Trust, then that party must immediately notify all concerned parties under this
Trust of said change of address. Said change of address shall be considered
effective as of the date that such notice was sent, unless said date falls on a
national holiday, Saturday or Sunday, in which case, the next business day
shall be considered as the day of receipt.
 
IN WITNESS WHEREOF this Deed of Trust has been executed by the
Borrower in the manner prescribed by law as of Philippines as stated above.
 
 
 
 GERALD I. CATAYLO
(Borrower Signature)
NOTARY ACKNOWLEDGMENT

ELFIE PAUL Y. CATAYLO

Attorney-in-fact

 
Republic of the Philippines)

City of Zamboanga. . . . . . .)s.s.

 
 
THIS IS TO CERTIFY THAT on 21st January 2020 before me, ELFIE
PAUL Y. CATAYLO, the undersigned Notary Public in and for the State of
Philippines, duly commissioned and sworn as such, personally appeared who
acknowledged to me that s/he/they executed the within and foregoing
instrument, as a voluntary act and deed, for the uses and purposes therein
mentioned.
 
WITNESS MY HAND AND OFFICIAL SEAL
 
 
 Doc. No.
Page No.
Book No.
Series of 2020 ATTY.ELFIE PAUL Y. CATAYLO
Notary Public until December 31, 2020
Notarial Commission no. 21-2019
Roll of Attorney’s No. 77777
PTR No. 1841531- 01/10/2020
IBP No. 076527- 01/10/2020
Zamboanga City
 PROMISSORY NOTE
 
Promissory Amount: ________________________
 
Dated: ________________________
 
For the value received, the undersigned ________________________, hereinafter
referred to as the "Borrower," residing at ________________________,
________________________, ________________________ ________________________,
promises to pay to ________________________, hereinafter referred to as the
"Lender," located at ________________________, ________________________,
________________________ ________________________, the principal sum of
________________________ together with annual interest rate percentage of
________________________ from the date hereof until the sum owed is paid in
full, as hereinafter provided and upon the following terms and conditions.
 
PAYMENT OF PRINCIPAL AND INTEREST
Borrower fully acknowledges and thus agrees to promptly pay the principal and
interest indebtedness evidenced in this Note and late charges as provided in
this Note.
 
In return for the loan that Borrower has received, Borrower promises to pay
________________________ (the amount will be called "Principal Amount"), plus
interest, to the order of the Lender. Borrower understands that the Lender
may transfer this Note. The Lender or anyone who takes this Note by transfer
and who is entitled to receive payments under this Note will be called the "Note
Holder".
 
a) Borrower will pay interested at a yearly rate of ________________________
percent (the "Interest Rate"). Interest will be charged on unpaid principal
until the full amount of principal has been paid.
 
 b) Borrower will pay consecutive monthly installment payments for
principal and interest in the amount of ________________________.
 
c) Borrower will shall make my payments on the ________________________
day of each month.
 
d) Borrower will make these principal and interest payments, and any other
charges described below, every month until Borrower has paid all of the
principal and interest and any other charges, described below, that
Borrower owes under this Note. If, on ________________________, Borrower
still owes amounts under this Note, Borrower will pay all those amounts,
in full, on that date.
 
e) Any Principal Amount and/or any interest balance due, or any other
money owed under or with regards to this Promissory Note shall become
due and payable as of the loan maturity date of ________________________.
 
REMIT PAYMENT
Any and all payments made by the Borrower to the Note Holder with regards to
this Promissory Note shall be made payable to ________________________ and
mailed to ________________________, ________________________,
________________________ ________________________, or any other address
designated by the Note Holder at any future date.
 
THIS NOTE SECURED BY DEED OF TRUST
In addition to the protections given to the Note Holder under this Note, a Deed
of Trust, dated ________________________, protects the Note Holder from possible
losses which might result if Borrower does not keep the promises made under
this Note. The Deed of Trust describes how and under what conditions
Borrower may be required to make immediate payment in full of all amounts
Borrower owes under this Note.
 
BREACH OF PROMISSORY NOTE
The aforementioned parties acknowledge that no breach of any provision of the
Promissory Note shall be deemed waived unless evidenced in writing. A waiver
of any one breach shall not be deemed as a waiver of any other breach of the
same or any other provision of the Promissory Note.
 
This note may be accelerated and demand for immediate full payment can be
made by the Note Holder upon breach of any condition of this Promissory Note.
In the event of any default, the Borrower shall be responsible for any cost of
collection, including, but not limited to, filing fees and attorney's fees.
 
The occurrence of any of the following events shall be deemed as a default of
this agreement, and as such shall cause this Promissory Note to become due
immediately, without any written or oral demand notice: (i) Failure of the
Borrower to make scheduled payments when due; (ii) Death of the Borrower or
Note Holder; (iii) Filing of any bankruptcy proceedings that would involve or
include the Borrower as the debtor; (iv) Insolvency of the Borrower; and (v) Any
misrepresentation on the part of the Borrower to the Note Holder with the
intention or purpose of obtaining or extending credit.
 
GUARANTEED DEBT
________________________ agree(s) that the Guaranteed Debt shall consist of all
amounts owed by Borrower under this Promissory Note, including, but not
limited to: (i) the Principal amount; (ii) Note Interest; (iii) Default Interest; (iv)
Late Charges, (v) Insufficient Funds Charges; (vi) amounts owed as a
consequence of a declared Event of Default and acceleration by Note Holder;
and (vii) Note Holder's other costs and expenses of enforcing the Promissory
Note including, but not limited to, attorneys' fees, and the costs of any
arbitration proceeding to enforce the Note against Borrower.
 
CONTINUING GUARANTY
This Guaranty is a continuing and irrevocable guaranty of the Guaranteed
Debt and shall remain in full force and effect until the Guaranteed Debt and
any other services or amounts payable under this Guaranty, is paid in full.
This Guaranty shall continue to be effective, or be reinstated, as if such
payment or services had not been made, if at any time any payment or services
of any portion of the Guaranteed Debt is rescinded or must be restored or
returned by Note Holder to Borrower upon the insolvency or bankruptcy of the
Borrower or otherwise, this Guaranty shall: (i) bind Borrower and Borrower's
executors, administrators, successors and assigns, guarantors, provided that
the Borrower may not assign rights or obligations under this Guaranty without
Note Holder's prior written consent; and (ii) inure to the benefit of Note Holder
and its successors and assigns.
 
NOTICE
Any notice that must be given to Borrower under this Note will be given by
delivering it or by mailing it by certified mail addressed to Borrower at the
Property Address above. A notice will be delivered or mailed to Borrower at a
different address if Borrower gives the Note Holder a notice of change of
address. Any notice that must be given to the Note Holder under this Note will
be given by mailing by certified mail to the Note Holder at the Note Holder's
address, as stated above. If Note Holder provides a different address, than the
address listed above, Borrower must give the Note Holder notice at that
address.
 
MODIFICATION
No modification or waiver of any of the terms of the Agreement shall be allowed
unless by written agreement signed by both parties. No waiver of any breach or
default hereunder shall be deemed a waiver of any subsequent breach or
default of the same or similar nature.
 
GOVERNING LAW
This Note shall be construed in accordance with and governed by the laws of
the State of ________________________.
 
SUCCESSORS
The terms and conditions of this Promissory Note shall inure to the benefit of
and shall be binding and severally upon the successors, assigns, heirs,
survivors and personal representatives of the Borrower and Note Holder and
shall inure to the benefit of any Note Holder, legal representatives, successors
and assigns.
 
SEVERABILITY
In the event that any provision, clause, sentence, section or other part of this
Promissory Note is held to be invalid, illegal, inapplicable, unconstitutional,
contrary to public policy, void or unenforceable in law to any person or
circumstance, Borrower and Note Holder intend that the balance of this
Promissory Note shall nevertheless remain in full force and effect so long as the
purpose of this Promissory Note is not affected in any manner adverse to either
party.
 
AMENDMENT OF PROMISSORY NOTE
This Promissory Note may be amended or modified only by way of written
agreement duly executed by the Note Holder and Borrower of this Promissory
Note.
 
RESPONSIBILITY OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each is fully and personally obligated
to pay the full amount owed and to keep all of the promises made in this Note.
Any guarantor, surety, or endorser of this Note is also obligated to do these
things. The Note Holder may enforce its rights under this Note against each
Borrower, Guarantor, Covenantor, and/or Cosigner against each individually
or together. This means that any one person/entity may be required to pay all
of the amounts owed under this note. Any person who takes over Borrower's
rights or obligations under this Note will have all Borrowers' rights and must
keep all promises made under this Note. Any person who takes over all rights
or obligations of a guarantor, surety, or endorser of this Note is also obligated
to keep all of the promises made in this Note.
 
 
SIGNATURES:  
   
   
_________________________________________________ _________________________
_ _
(Signature of Lender) (Date)
________________________
 
   
   
_________________________________________________ _________________________
_ _
(Signature of Borrower) (Date)
________________________