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Secured Time Note Under The Uniform Commercial Code
TERMS OF NOTE; DESCRIPTION OF SECURITY
On [Date], [--] days after date, for value received, [maker], of [address], in this note referred to as maker, promises to pay to [financial institution], or order, of [address], in this note referred to as institution, at [address], in lawful money of the United States [$------], with interest at the rate of [--%] percent per annum. Maker has delivered to institution as collateral to secure payment of this note and all of the liabilities of maker hereunder the following property:
Market value as of Description [Date]
DEFINITION OF LIABILITIES
The term liabilities is defined as this note and all other obligations of any kind that maker owes to institution.
DEFINITION OF COLLATERAL
The term collateral is defined as all personal property and fixtures of maker whether now owned or hereafter acquired and wherever located, of every kind and description, tangible and intangible, including, but not limited to, the property described in Section One.
Collateral also includes all of the following whether now owned or hereafter acquired by maker: the balance of every deposit account of maker with institution, any other claim of maker against institution, and all money, instruments, securities, documents, chattel paper, claims, and any other property of maker, including the proceeds thereof.
LIEN OF INSTITUTION
As security for payment of all liabilities, maker grants to institution a lien on and right of set off against the collateral.
DUTIES OF MAKER
At any time and from time to time, on the demand of institution, maker shall:
[a] Deliver and pledge to institution, indorsed or accompanied by the instruments of assignment in the form as institution may request, any instrument, document, or chattel paper as institution may specify;
[b] Give, execute, or record any notice, document, or other paper that institution may request to create or perfect any security interest granted under this note or to enable institution to enforce its rights under this note;
[c] Keep and mark all documents, chattel paper, and records relating to inventory, accounts, and contracts in any manner institution may require; and
[d] Permit the agents of institution at any time to inspect the inventory of maker and to inspect and make abstracts from the records of maker pertaining to inventory, accounts, contract rights, and any other pertinent business documents.
FILING FINANCIAL STATEMENTS
Institution, in its discretion, may file one or more financing statements under the [Uniform Commercial Code], naming maker as a debtor and institution as secured party and indicating the collateral specified in this note. Without prior written consent of institution, maker shall not file or permit to be filed, any financing statement in which institution is not named as the sole secured party.
COLLATERAL UNDER CONTROL OF INSTITUTION
If the collateral, or any part thereof, at any time shall come under the control of institution or any of its agents, institution, at its discretion, may transfer to or register in the name of itself or its nominee any of the collateral. Institution shall receive the income and dividends on the collateral described that comes into its possession, including stock dividends and rights to subscribe. Institution may hold the income and dividends as part of the collateral.
Institution may also, at its discretion, exchange any of the collateral on all other property acquired by maker on reorganization, recapitalization, or other readjustment, and may deposit any of the collateral with any depository on such terms as institution deems best. Institution may vote any transferred or registered collateral and exercise any power with respect thereto with the same force and effect as an absolute owner thereof.
Institution need not give notice of the actions described above, and shall not be liable except to account for property actually received by it. Institution shall be deemed to be in possession of any collateral in transit to or set apart for institution.
COLLECTION BY INSTITUTION
Institution, at its discretion and regardless of whether any other liabilities are due institution, may, in the name of institution or in the name of maker or otherwise, demand, sue for, collect, or receive any money or property at any time, or make any compromise or settlement deemed desirable with respect to any of the collateral, but institution is under no obligation to do so. Institution may extend the time for payment, arrange for payment in installments, or otherwise modify the terms of or release any of the collateral without discharging or affecting the liability of maker.
On default on this note in connection with any of the liabilities, whether such default be that of maker or of any other party obligated on this note, maker shall, on the written request of institution, assemble the collateral at the place institution designates in its request. Institution shall have the same rights and remedies with respect to the collateral as does a secured party under the [Uniform Commercial Code of (State)].
COSTS OF COLLECTION
Maker shall pay to institution all expenses incurred by institution, including reasonable attorney fees expended by institution in enforcing any of the provisions of this note or all other liabilities.
PAYMENT OF LIABILITIES
Institution, at any time and at its option, may apply the proceeds from the disposition of the collateral to the payment of principal or interest on any of the liabilities, even if the liabilities are not due, by making proper rebate of interest or discount. Even though institution may hold collateral of maker, and regardless of the value thereof, maker shall remain liable for the payment of the full amount of principal and interest of the liabilities and expenses at any time while the liabilities remain unpaid.
DEMAND FOR ADDITIONAL COLLATERAL
If at any time institution shall consider the collateral described in this note to be unsatisfactory, institution may demand that maker furnish additional collateral or make such payment on account as will be satisfactory to institution.
If maker fails to furnish additional collateral or to make the payment required in Section Twelve; if any sum payable on any of the liabilities is not paid when due; if maker defaults in performance of any of its agreements in this note or in any instrument or document delivered pursuant to this document; if maker, or any drawer, acceptor, indorser, guarantor, surety, accommodation party, or other person liable on this note shall die, become insolvent, become a bankrupt, either voluntary or involuntary, or make a general assignment for the benefit of creditors; if maker suspends the transaction of usual business, is expelled from or suspended by any securities exchange or other exchange; if any proceeding for enforcement of a judgment is commenced against any property of maker or any drawer, acceptor, indorser, guarantor, surety, accommodation party, or other person liable on this note; if a petition for any relief under any law relating to the relief of debtors, readjustment of indebtedness, reorganization, or composition shall be filed by maker, or any proceeding shall be instituted under any such law, by or against maker or any drawer, acceptor, indorser, guarantor, surety, accommodation party, or other person liable on this note; if any governmental authority takes possession of a substantial part of the collateral or if a receiver is appointed for a substantial part of the collateral, or if a writ or order of attachment or garnishment is issued against any of the collateral of maker or any drawer, acceptor, indorser, guarantor, surety, accommodation party, or other person liable on this note; [if maker is a corporation, add: if maker is dissolved or is a party to any merger or consolidation entered into without the written consent of institution,] all the liabilities shall become and be due and payable immediately on demand of institution.
EFFECT OF WAIVER
No delay on the part of institution in exercising any power or right under this note shall operate as a waiver of the power or right, nor shall any single or partial exercise of any power or right preclude further exercise of that power or right.
RIGHTS TO BE CUMULATIVE
The rights and remedies specified in this note are cumulative and not exclusive of any rights and remedies that institution may otherwise possess.
WAIVER OF PRESENTMENT, PROTEST, AND NOTICE OF
Maker waives presentment, protest, and notice of dishonor, and maker waives [Name] right to all other notices or demands that might otherwise be required by law.
MODIFICATION OF NOTE
No provision of this note shall be modified except by a written instrument expressly referring to this note and to the provision modified.
NOTE BINDING ON ASSIGNEES OF MAKER
This note and the provisions hereof are to be binding on the heirs, executors, administrators, assigns, or successors of maker. The provisions of this note shall continue in force notwithstanding any change in any partnership that is a party to this note, whether such change occurs through death, retirement, or otherwise.
CHOICE OF LAW
The provisions of this instrument are to be construed according to, and are to be governed by the laws of [state].
DEFINITION OF TERMS
Unless the context requires otherwise, all terms used in this note that are defined in the [Uniform Commercial Code] of [state] shall have the meanings stated therein.
Name of Maker
GUARANTY AND INDORSEMENT
In consideration of the [extension of credit or as the case may be] evidenced by the above note, [guarantor], of [address], unconditionally guarantees to [financial institution], of [address], and every subsequent holder of the above note regardless of the genuineness or enforceability thereof or of any collateral therefor, the prompt payment of all sums stated in the above note payable at maturity, by acceleration, or otherwise.
[Guarantor] consents that from time to time and without notice to [guarantor] the above note may be extended or renewed or the rate of interest on the above note may be changed; any related right or collateral for the above note may be waived, exchanged, or otherwise dealt with; and any of the acts mentioned in the above note may be done without affecting the liability of [guarantor].
The release of any party liable on the above note shall not release any other party. The signature of [guarantor] is intended also as an indorsement of the above note. [Guarantor] waives presentment, protest, and notice of dishonor and all other notices and demands whatsoever.
Name of Guarantor
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]