Promissory Note - Installment - Texas

COMMERCIAL INSTALLMENT PROMISSORY NOTE — TEXAS

COMMERCIAL-PURPOSE / UNSECURED / NON-NEGOTIABLE FORM

THIS NOTE IS NOT NEGOTIABLE AND IS NOT AN INSTRUMENT GOVERNED BY
TEXAS BUSINESS & COMMERCE CODE CHAPTER 3.

TRANSACTION CLASSIFICATION GATE

Complete and retain this page with the signed Note.

Do not proceed if the purpose classification is uncertain or if collateral is
intended. A label does not convert consumer-purpose credit into a commercial
loan.

1. PARTIES, DATE, AND PRINCIPAL

Date: [MONTH DAY, YEAR]

Borrower: [FULL LEGAL NAME], a [STATE AND ENTITY TYPE / INDIVIDUAL], with
an address at [ADDRESS] ("Borrower").

Lender: [FULL LEGAL NAME], a [STATE AND ENTITY TYPE / INDIVIDUAL], with an
address at [ADDRESS] ("Lender").

Principal Amount: $[AMOUNT] (the "Principal").

Business Purpose: Borrower will use the proceeds solely for
[SPECIFIC COMMERCIAL PURPOSE]. Borrower represents that the loan is made
primarily for a purpose within Tex. Fin. Code § 306.001(5), and not primarily
for personal, family, or household use.

2. PROMISE TO PAY AND FUNDING

For value received, Borrower promises to pay Lender the unpaid Principal,
accrued interest, and any other amount expressly authorized by this Note.

Lender will disburse $[AMOUNT] on [DATE] by [WIRE / CHECK / OTHER] to
[ACCOUNT OR PAYEE]. The parties will retain proof of the amount and date
actually funded.

No provision of this Note grants a security interest or lien. If the parties
intend secured credit, they must use separately reviewed documents and must not
use this unsecured form as the complete transaction.

3. INTEREST AND TEXAS CEILING CONTROL

3.1 Stated Rate

Interest accrues on unpaid Principal at a fixed rate of [____]% per year (the
"Stated Rate"), beginning on [DATE].

3.2 Computation Method

Select one reviewed method and delete the others:

• [365/360: stated annual rate divided by 360, multiplied by actual days and
  unpaid Principal]

• [366/360 when applicable: stated annual rate divided by 360, multiplied by
  actual days and unpaid Principal]

• [30/360: a 360-day year consisting of twelve 30-day months]

The payment schedule in Exhibit A must use the selected method consistently.

3.3 Ceiling and Economic-Term Schedule

The parties intend not to contract for, charge, or receive interest above the
ceiling applicable to this lender and transaction. Before signing, counsel must
identify the selected ceiling and effective period from a current official
publication and list every economic term in Exhibit B.

For ceiling testing, all interest contracted for must be aggregated and
actuarially amortized or spread over the stated term as required by Tex. Fin.
Code §§ 302.001(c) and 306.004. The analysis must address the Stated Rate,
default rate, delinquency charge, origination or administration charge,
borrower-paid lender expense, prepayment amount, returned-payment charge, and
every other payment connected with the loan.

3.4 No Automatic Statutory Cure

If Lender actually discovers a potential violation, Lender will promptly obtain
Texas counsel and take any correction and written-notice steps required by Tex.
Fin. Code § 305.103. This sentence does not deem an excess a mistake, rewrite
the transaction automatically, extend a statutory deadline, or create
protection when the statute's conditions are not satisfied.

4. INSTALLMENT PAYMENTS

Borrower will make [NUMBER] installments according to Exhibit A, beginning on
[FIRST PAYMENT DATE] and due on the [DAY] day of each [MONTH / OTHER PERIOD].

Each payment will be made in immediately available funds to [PAYMENT ADDRESS OR
ACCOUNT]. If a due date falls on a day when the selected payment channel is not
available, payment is due on [REVIEWED ADJUSTMENT RULE].

All unpaid Principal, accrued interest, and other amounts properly due under
this Note must be paid no later than [MATURITY DATE] (the "Maturity Date").

5. APPLICATION OF PAYMENTS; PREPAYMENT

Absent a different application required by law, payments will be applied in
this order: (1) documented collection costs then due; (2) authorized
delinquency charges; (3) accrued interest; and (4) Principal. Lender will
provide an accounting on reasonable written request.

Borrower may prepay all or part of the Principal at any time without a premium
or penalty. A partial prepayment does not postpone a scheduled payment unless
Lender agrees in a signed writing. Any payoff statement must show the
calculation date, unpaid Principal, accrued interest, credits, and each other
amount claimed.

6. OPTIONAL DELINQUENCY CHARGE

[SELECT ONE AND DELETE THE OTHER]

Option A — no delinquency charge. No delinquency charge applies.

Option B — reviewed Chapter 306 charge. If an installment or other amount
remains in default for at least 10 days, Borrower will pay a delinquency charge
equal to [____]% of the total amount of that installment, not exceeding five
percent. Counsel must include the charge in the complete ceiling analysis and
confirm Tex. Fin. Code § 306.006 applies to this transaction.

No returned-payment fee, origination fee, administration fee, default margin,
exit charge, or other fee applies unless stated in Exhibit B and approved in
the written ceiling analysis.

7. EVENTS OF DEFAULT AND CURE

An "Event of Default" occurs only if:

1. Borrower fails to pay an amount when due and the failure continues for
   [NUMBER] days after [WRITTEN NOTICE / DUE DATE];

2. Borrower materially breaches the business-purpose representation or another
   express covenant in this Note and does not cure within [NUMBER] days after
   receiving written notice describing the breach; or

3. a representation made by Borrower in this Note was materially false when
   made and materially affects repayment.

The notice and cure periods above do not displace a mandatory notice, cure,
collection, insolvency, or other restriction imposed by applicable law.

8. REMEDIES

After an Event of Default continues beyond the applicable cure period, Lender
may give written notice accelerating the unpaid Principal, accrued interest,
and other amounts properly due. Lender may pursue contractual remedies only to
the extent permitted by applicable law.

Borrower will reimburse reasonable, documented out-of-pocket collection costs,
including attorneys' fees, only to the extent permitted by applicable law. The
party seeking fees must prove the contractual and legal basis, amount, and
reasonableness.

No provision creates an automatic right of setoff, a lien, a confession of
judgment, an injunction, or a remedy against property that applicable law
protects.

9. ASSIGNMENT

Borrower may not assign payment duties without Lender's written consent. Lender
may assign its contractual rights by a signed writing identifying the assignee
and effective date, subject to applicable law and any claims or defenses that
cannot be waived. The assignee must give Borrower written payment instructions
and reasonable evidence of the assignment before redirecting payment.

This Note is non-negotiable. Do not use endorsement, holder-in-due-course, or
Article 3 enforcement language with this form.

10. NOTICES

A contractual notice under this Note must be in writing and sent to the address
below by [PERSONAL DELIVERY / TRACKED COURIER / CERTIFIED MAIL / AGREED
ELECTRONIC METHOD]. It is effective [ON RECEIPT / OTHER REVIEWED RULE].

Borrower notice address: [________________________________]

Lender notice address: [________________________________]

Agreed electronic address or platform, if any: [________________________]

A notice governed by a mandatory statute, rule, court order, or insolvency
process must follow that controlling procedure rather than this general clause.

11. GOVERNING LAW AND FORUM

Texas law governs this Note, without applying a choice-of-law rule that would
select another jurisdiction's law.

Subject to jurisdiction, mandatory venue, and any nonwaivable rule, the parties
select the state courts located in [COUNTY], Texas for an action arising from
this Note. This clause does not create subject-matter jurisdiction or waive a
restriction that cannot lawfully be waived.

No arbitration clause or jury-trial waiver is included. Add either only through
a coordinated Texas-counsel review of the parties, scope, forum language,
administrator, rules, costs, remedies, and enforceability.

12. ELECTRONIC TRANSACTION ELECTION

[SELECT ONE]

Paper execution. The parties do not elect electronic execution under this
section.

Electronic execution. The parties agree to conduct this transaction by
[IDENTIFIED METHOD]. Under Tex. Bus. & Com. Code §§ 322.005, 322.007, and
322.009, electronic effect depends on agreement, attribution, context, and
other applicable law. Each party will retain the final record and evidence of
who signed, the method used, and the time of execution.

13. GENERAL TERMS

13.1 Entire Agreement

This Note and its completed exhibits are the entire agreement concerning this
unsecured installment debt. It is not subject to or governed by another record.

13.2 Amendments and Waivers

An amendment or waiver must be in a writing signed by the party against whom it
is asserted. A waiver for one event does not waive another event.

13.3 Severability

If a tribunal determines that a provision is invalid or unenforceable, the
remaining provisions continue only to the extent the governing law permits.
The tribunal may modify or sever text only to the extent authorized by law.

13.4 Counterparts

The parties may sign counterparts, which together form one agreement, subject
to the execution election in Section 12.

13.5 No Oral Completion

Every bracketed term must be completed or deleted before signature. No blank
economic term may be supplied later without a signed amendment and a renewed
ceiling review.

14. SIGNATURES

BORROWER

[BORROWER LEGAL NAME]

By: ____________________________________
Name: __________________________________
Title / capacity: _______________________
Date: __________________________________

LENDER

[LENDER LEGAL NAME]

By: ____________________________________
Name: __________________________________
Title / capacity: _______________________
Date: __________________________________

Do not add a notary acknowledgment unless counsel identifies a transaction- or
filing-specific reason for one.

EXHIBIT A — PAYMENT AND AMORTIZATION SCHEDULE

Computation method: [________________________________]

Rounding convention: [________________________________]

Independent check performed by / date: [______________________________]

EXHIBIT B — ECONOMIC-TERM AND CEILING SCHEDULE

Selected ceiling and authority: [________________________________]

Official publication and effective period: [___________________________]

Actuarial aggregation / spreading result: [____________________________]

Maximum modeled rate or amount: [________________________________]

Approved by Texas counsel / date: [________________________________]

OFFICIAL SOURCES

• Texas Legislature, Finance Code Chapter 302.
• Texas Legislature, Finance Code Chapter 303.
• Texas Legislature, Finance Code Chapter 305.
• Texas Legislature, Finance Code Chapter 306.
• Texas Legislature, Business & Commerce Code Chapter 3.
• Texas Legislature, Business & Commerce Code Chapter 322.
• Texas Office of Consumer Credit Commissioner, Interest rates.

END OF DOCUMENT