Loan Agreement - Business - California
CALIFORNIA BUSINESS-LOAN TRANSACTION AND DRAFTING PACKET
NOT A LOAN AGREEMENT. Do not fund, take collateral, file a financing
statement, debit an account, issue a commitment, or ask parties to sign this
packet. Use it to develop a coordinated counsel-approved loan-document set.
1. Parties and transaction control
| Item | Verified entry |
|---|---|
| Lender legal name, entity, address, and licensing/exemption analysis | [________________________________] |
| Borrower legal name, entity, address, status, and authority | [________________________________] |
| Guarantors, pledgors, owners, affiliates, and other credit parties | [________________________________] |
| Business purpose and use of proceeds | [________________________________] |
| Principal amount, currency, commitment, and availability | [________________________________] |
| Closing date and maturity | [________________________________] |
| California connection and other jurisdictions | [________________________________] |
| Lender and borrower counsel | [________________________________] |
2. Current authority and classification register
| Issue | Current primary authority or official instruction | Operative text | Facts | Approved result |
|---|---|---|---|---|
| Business/commercial purpose and excluded consumer or special transaction | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Lender licensing, registration, exemption, and broker role | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Interest, fees, points, default charges, prepayment, and charge aggregation | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Disclosure, language, privacy, sanctions, and regulated-use duties | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Entity authority, distributions, guarantees, and conflicts | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Collateral attachment, perfection, priority, and enforcement | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Real property, deposit accounts, securities, vehicles, IP, or special assets | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Electronic records, signatures, notices, and originals | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Remedies, fees, provisional relief, arbitration, jury, forum, and venue | [SOURCE] | “[QUOTE]” | [FACTS] | [RESULT] |
| Amendment screening and operative date | [SOURCE] | “[QUOTE]” | [DATES] | [RESULT] |
3. Economic terms and charge worksheet
| Item | Amount or formula | Timing/base | Included in rate or charge analysis? | Authority/reviewer |
|---|---|---|---|---|
| Principal | $[____] | [____] | [____] | [____] |
| Stated interest | [____]% | [____] | [____] | [____] |
| Origination, commitment, administration, or unused fee | $[____] | [____] | [____] | [____] |
| Broker, placement, documentation, or closing fee | $[____] | [____] | [____] | [____] |
| Default, late, returned-payment, extension, or exit charge | $[____] | [____] | [____] | [____] |
| Equity, warrant, profit participation, or noncash value | [____] | [____] | [____] | [____] |
| Third-party cost and reimbursement | $[____] | [____] | [____] | [____] |
Do not rely on a “maximum lawful rate” or automatic-reduction sentence as a
substitute for classifying and calculating every direct and indirect charge.
4. Payment and availability schedule
| Term | Agreed instruction |
|---|---|
| Single advance, delayed draw, revolving, or other facility | [________________________________] |
| Conditions to initial and later advances | [________________________________] |
| Payment dates, amortization, balloon, and maturity | [________________________________] |
| Rate type, index, spread, floor, adjustment, fallback, and day count | [________________________________] |
| Voluntary and mandatory prepayment | [________________________________] |
| Application of payments and disputed amounts | [________________________________] |
| Account, wire, authentication, and fraud controls | [________________________________] |
5. Conditions and representations register
| Item | Required evidence | Knowledge/materiality qualifier | Exception schedule | Approval |
|---|---|---|---|---|
| Organization, status, authority, and approvals | [____] | [____] | [____] | [____] |
| Financial statements, projections, and solvency | [____] | [____] | [____] | [____] |
| Litigation, investigations, defaults, and claims | [____] | [____] | [____] | [____] |
| Taxes, licenses, permits, and regulated operations | [____] | [____] | [____] | [____] |
| Assets, liens, debt, ownership, and affiliates | [____] | [____] | [____] | [____] |
| Insurance, contracts, IP, data, and cybersecurity | [____] | [____] | [____] | [____] |
6. Covenants and reporting
Each covenant needs a defined metric, threshold, testing date, calculation,
exceptions, cure, evidence, and interaction with other documents.
| Covenant | Threshold or action | Test/report date | Exceptions/baskets | Cure or consequence |
|---|---|---|---|---|
| Financial reporting | [____] | [____] | [____] | [____] |
| Financial covenant | [____] | [____] | [____] | [____] |
| Debt, liens, investments, distributions, and transactions | [____] | [____] | [____] | [____] |
| Existence, licenses, taxes, insurance, and records | [____] | [____] | [____] | [____] |
| Collateral, notices, access, and information | [____] | [____] | [____] | [____] |
7. Collateral and perfection plan
Loan language does not itself guarantee attachment, perfection, or priority.
Prepare asset-specific documents and filing/control/possession steps.
| Collateral | Owner/location | Security document | Attachment condition | Perfection/priority step | Search/consent | Post-closing |
|---|---|---|---|---|---|---|
| [________________] | [____] | [____] | [____] | [____] | [____] | [____] |
| Document | Required? | Version/status |
|---|---|---|
| Promissory note | [YES/NO] | [________________________________] |
| Security agreement and schedules | [YES/NO] | [________________________________] |
| Financing statement and amendments | [YES/NO] | [________________________________] |
| Control, pledge, mortgage, deed of trust, fixture, vehicle, IP, or other document | [YES/NO] | [________________________________] |
| Guaranty, subordination, intercreditor, landlord, bailee, or third-party consent | [YES/NO] | [________________________________] |
8. Default and enforcement design
| Potential default | Objective trigger | Notice | Cure | Materiality | Approved remedy |
|---|---|---|---|---|---|
| Payment | [____] | [____] | [____] | [____] | [____] |
| Covenant or representation | [____] | [____] | [____] | [____] | [____] |
| Judgment, cross-default, insolvency, ownership, or regulatory event | [____] | [____] | [____] | [____] | [____] |
Do not make insolvency, a bankruptcy filing, an assignment, or appointment an
automatic termination or acceleration trigger without current bankruptcy and
finance review. Setoff, account debit, collateral entry, disposition, receiver,
attachment, injunction, and collection steps each require separate authority,
facts, procedure, and notice analysis.
9. Fees, indemnity, lender liability, and insurance
| Term | Selection | Scope and procedure |
|---|---|---|
| Transaction costs and enforcement fees | [________________________________] | [________________________________] |
| Indemnity and defense | [NONE / DETAILS] | [________________________________] |
| Damage exclusions and lender-liability cap | [NONE / DETAILS] | [________________________________] |
| Insurance and loss payee/additional insured | [NONE / DETAILS] | [________________________________] |
| Tax gross-up and withholding | [NONE / DETAILS] | [________________________________] |
10. Disputes, notices, and execution
| Term | Negotiated selection |
|---|---|
| Governing law | [________________________________] |
| Court and venue | [________________________________] |
| Arbitration | [NONE / DETAILS] |
| California state-court jury provision | [NONE / POST-DISPUTE REVIEW / OTHER] |
| Emergency or provisional relief | [________________________________] |
| Notices and authentication | [________________________________] |
| Counterparts and electronic execution | [________________________________] |
Counsel must also coordinate amendment, waiver, assignment, participation,
agency, entire agreement, severability, confidentiality, publicity, records,
survival, and document precedence.
11. Closing approval
☐ Parties, purpose, amount, charges, licensing, and governing jurisdictions verified
☐ Every direct and indirect charge included in the rate/fee analysis
☐ Authority, conditions, covenants, defaults, remedies, and notices are objective and coordinated
☐ Collateral documents and attachment, perfection, priority, search, consent, and post-closing plan complete
☐ Note, guaranty, security, real-property, control, intercreditor, and other documents separately approved
☐ Qualified California finance counsel approved the operative loan-document set
About This Template
Financial and banking documents govern loans, security interests, account agreements, and commercial transactions between lenders, borrowers, and financial institutions. Promissory notes, guaranties, security agreements, and UCC filings have precise legal requirements, and mistakes can leave a lender unsecured or a borrower on the hook for more than they agreed to. Well-drafted finance paperwork protects both sides and keeps the deal enforceable if something goes wrong later.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on 2026-08-27.
Last updated: 2026-08-27
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