SECURED PROMISSORY NOTE

(Governed by UCC Article 3 - Negotiable Instruments)

Principal Amount: $[PRINCIPAL AMOUNT]
Issue Date: [DATE]
Maturity Date: [DATE]
Note Number: [UNIQUE IDENTIFIER]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Promise to Pay
IV. Interest and Usury Compliance
V. Security Interest and Collateral
VI. Representations and Warranties
VII. Covenants
VIII. Events of Default and Remedies
IX. Risk Allocation
X. Dispute Resolution
XI. General Provisions
XII. Execution Block

I. DOCUMENT HEADER

1.1 Maker (Borrower)

1.2 Payee (Lender)

1.3 Loan Terms Summary

II. DEFINITIONS

For purposes of this Note, the following capitalized terms shall have the meanings set forth below:

"Applicable Law" means all federal, state, and local laws, statutes, regulations, and ordinances applicable to this Note, including without limitation UCC Articles 3 and 9 as enacted in the Governing Law State, applicable usury statutes, and, if applicable, the Truth in Lending Act (15 U.S.C. § 1601 et seq.) and Regulation Z (12 C.F.R. Part 1026).

"Business Day" means any day other than a Saturday, Sunday, or day on which banks in the Governing Law State are authorized or required by law to close.

"Collateral" means all property described in Section V and in any Security Agreement executed in connection herewith, together with all proceeds thereof.

"Default Rate" means the Interest Rate plus [PERCENTAGE]% per annum, subject to the Maximum Lawful Rate.

"Event of Default" has the meaning set forth in Section VIII.

"Governing Law State" means the State of [STATE].

"Holder" means Payee or any subsequent holder in due course of this Note pursuant to UCC § 3-302.

"Interest Rate" means [PERCENTAGE]% per annum.

"Maker" means the borrower identified in Section 1.1.

"Maturity Date" means [DATE], or such earlier date as all amounts may become due pursuant to acceleration.

"Maximum Lawful Rate" means the maximum rate of interest permitted under Applicable Law for this type of transaction.

"Note" means this Secured Promissory Note.

"Obligations" means all present and future debts, liabilities, and obligations of Maker to Holder under this Note, including principal, interest, fees, costs, and expenses.

"Payee" means the lender identified in Section 1.2.

"Principal Amount" means $[AMOUNT], subject to adjustments for advances or payments.

"Proceeds" has the meaning given in UCC § 9-102(a)(64).

"Security Agreement" means that certain Security Agreement of even date herewith between Maker and Payee, as amended.

"UCC" means the Uniform Commercial Code as enacted in the Governing Law State.

III. PROMISE TO PAY

3.1 Unconditional Promise

FOR VALUE RECEIVED, Maker unconditionally promises to pay to the order of Payee, at [PAYMENT ADDRESS] or such other place as Holder may designate in writing, the Principal Amount of:

[DOLLAR AMOUNT WRITTEN OUT] AND [XX]/100 DOLLARS ($[NUMERICAL AMOUNT])

together with interest thereon as provided herein, in lawful money of the United States.

3.2 Payment Schedule

Select applicable payment structure:

☐ Single Payment at Maturity: The entire Principal Amount plus all accrued and unpaid interest shall be due and payable in full on the Maturity Date.

☐ Equal Installment Payments: Maker shall pay [NUMBER] consecutive installments of $[AMOUNT] each, consisting of principal and interest, beginning on [DATE] and continuing on the same day of each [MONTH/QUARTER] thereafter until the Maturity Date, when all remaining amounts shall be due.

☐ Interest-Only with Principal at Maturity: Maker shall pay accrued interest only in [MONTHLY/QUARTERLY] installments of $[AMOUNT], with the entire Principal Amount due on the Maturity Date.

☐ Custom Schedule: Payments shall be made as set forth in Exhibit A attached hereto.

3.3 Prepayment

☐ Prepayment Permitted Without Penalty: Maker may prepay all or any portion of the outstanding Principal Amount at any time without premium or penalty.

☐ Prepayment with Premium: Prepayment is permitted subject to a prepayment premium of [PERCENTAGE]% of the amount prepaid if prepayment occurs:
- Within Year 1: [PERCENTAGE]%
- Within Year 2: [PERCENTAGE]%
- Within Year 3: [PERCENTAGE]%
- Thereafter: No premium

☐ Prepayment Restricted: Prepayment is not permitted without Payee's prior written consent.

Any partial prepayment shall be applied first to accrued interest, then to principal, unless Holder directs otherwise.

3.4 Application of Payments

All payments shall be applied in the following order unless otherwise required by Applicable Law:
1. First, to any costs, fees, and expenses due under this Note;
2. Second, to accrued and unpaid interest;
3. Third, to outstanding principal;
4. Fourth, to any other Obligations.

3.5 Payment Method

All payments shall be made by:
☐ Wire transfer to: [BANK NAME, ACCOUNT NUMBER, ROUTING NUMBER]
☐ ACH transfer to: [ACCOUNT INFORMATION]
☐ Check payable to: [PAYEE NAME] at [ADDRESS]
☐ Other: [SPECIFY]

IV. INTEREST AND USURY COMPLIANCE

4.1 Interest Rate

Interest shall accrue on the outstanding Principal Amount at the Interest Rate from the Issue Date until paid in full.

4.2 Computation Method

Interest shall be computed on the basis of:
☐ A 360-day year of twelve 30-day months (30/360)
☐ A 365-day year based on actual days elapsed (Actual/365)
☐ A 360-day year based on actual days elapsed (Actual/360)

4.3 Default Interest

Upon the occurrence and during the continuance of an Event of Default, interest shall accrue on all outstanding Obligations at the Default Rate until all amounts are paid or the default is cured.

4.4 Usury Savings Clause

IMPORTANT - COMPLIANCE WITH STATE USURY LAWS

Notwithstanding any provision of this Note to the contrary:

(a) Maximum Rate Limitation: In no event shall the total interest paid or payable under this Note exceed the Maximum Lawful Rate permitted under Applicable Law. If any interest payment would exceed the Maximum Lawful Rate, such payment shall automatically be reduced to the Maximum Lawful Rate.

(b) Excess Interest Credit: If Holder receives interest in excess of the Maximum Lawful Rate, such excess shall be credited against the outstanding Principal Amount or, if the Principal Amount has been paid in full, refunded to Maker.

(c) Spreading: In determining whether interest exceeds the Maximum Lawful Rate, total interest shall be spread over the full term of the loan to the extent permitted by Applicable Law.

(d) Intent: It is the intent of the parties that this Note comply with all Applicable Laws regarding interest and usury. All provisions shall be interpreted and construed to effectuate this intent.

4.5 Truth in Lending Act Notice

☐ Consumer Loan - TILA Disclosures Required: This loan is subject to the Truth in Lending Act (15 U.S.C. § 1601 et seq.) and Regulation Z (12 C.F.R. Part 1026). Required disclosures have been provided to Maker in a separate TILA Disclosure Statement.

☐ Business Purpose Loan - TILA Exempt: Maker represents that the proceeds of this Note will be used primarily for business, commercial, investment, or agricultural purposes and not primarily for personal, family, or household purposes. This loan is exempt from TILA/Regulation Z disclosure requirements pursuant to 12 C.F.R. § 1026.3(a).

V. SECURITY INTEREST AND COLLATERAL

5.1 Grant of Security Interest

To secure the full and timely payment and performance of all Obligations under this Note, Maker hereby grants to Payee a continuing security interest in and to all of Maker's right, title, and interest in the following property (collectively, the "Collateral"):

5.2 Collateral Description

Select all applicable categories:

☐ Real Property:
Legal Description: [PROPERTY LEGAL DESCRIPTION]
Address: [PROPERTY ADDRESS]
(Note: Real property requires separate Deed of Trust or Mortgage)

☐ Equipment:
Description: [DETAILED DESCRIPTION INCLUDING MAKE, MODEL, SERIAL NUMBERS]
Location: [PHYSICAL LOCATION]
Estimated Value: $[AMOUNT]

☐ Inventory:
All inventory now owned or hereafter acquired, including raw materials, work-in-progress, finished goods, and goods held for sale or lease.
Location: [LOCATION(S)]

☐ Accounts Receivable:
All accounts, payment intangibles, and rights to payment now existing or hereafter arising.

☐ Deposit Accounts:
Bank: [BANK NAME]
Account Number(s): [NUMBER(S)]
(Note: Perfection requires control agreement per UCC § 9-104)

☐ Investment Property/Securities:
Description: [DESCRIPTION OF SECURITIES, MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS]
Certificate Numbers: [IF APPLICABLE]
(Note: May require control or possession for perfection)

☐ Motor Vehicle(s):
Year: [YEAR] Make: [MAKE] Model: [MODEL]
VIN: [VEHICLE IDENTIFICATION NUMBER]
(Note: Perfection requires notation on certificate of title)

☐ Intellectual Property:
Description: [PATENTS, TRADEMARKS, COPYRIGHTS]
Registration Numbers: [NUMBERS]
(Note: May require filings with USPTO or Copyright Office)

☐ General Intangibles:
[DESCRIPTION]

☐ Other Specific Property:
[DETAILED DESCRIPTION]

5.3 After-Acquired Property

The security interest granted herein extends to all Collateral now owned or hereafter acquired by Maker and to all proceeds and products thereof.

5.4 Security Agreement

The security interest granted herein is subject to the terms and conditions of the Security Agreement of even date herewith executed by Maker in favor of Payee. To the extent of any conflict between this Note and the Security Agreement regarding the Collateral, the Security Agreement shall control.

5.5 Perfection

(a) Financing Statements: Maker authorizes Payee to file UCC-1 Financing Statements, amendments, and continuation statements in any jurisdiction necessary to perfect and maintain Payee's security interest in the Collateral, in accordance with UCC Article 9.

(b) Other Perfection Actions: Maker shall take all actions and execute all documents necessary to perfect Payee's security interest, including:
- Delivering possession of instruments, negotiable documents, and certificated securities
- Executing control agreements for deposit accounts, investment property, and letter-of-credit rights
- Noting Payee's lien on certificates of title for titled goods
- Recording fixture filings if applicable

5.6 Further Assurances

Maker shall execute and deliver such additional documents and take such additional actions as Payee may reasonably request to perfect, protect, and enforce Payee's security interest in the Collateral.

VI. REPRESENTATIONS AND WARRANTIES

Maker represents and warrants to Payee as of the Issue Date and as of each payment date:

6.1 Authority and Capacity

☐ If Individual: Maker is at least 18 years of age, of sound mind, and has full legal capacity to execute, deliver, and perform this Note.

☐ If Entity: Maker is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute, deliver, and perform this Note. The execution, delivery, and performance of this Note have been duly authorized by all necessary action.

6.2 Enforceability

This Note constitutes a legal, valid, and binding obligation of Maker, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally.

6.3 No Conflicts

The execution, delivery, and performance of this Note does not and will not:
(a) Violate any Applicable Law;
(b) Conflict with or result in a breach of Maker's organizational documents (if entity);
(c) Conflict with or result in a breach or default under any agreement to which Maker is a party.

6.4 Title to Collateral

Maker owns the Collateral free and clear of all liens, security interests, and encumbrances except:
(a) The security interest granted to Payee hereunder;
(b) The following disclosed liens: [LIST ANY PRIOR LIENS]

6.5 Accuracy of Information

All information provided to Payee in connection with this Note and the loan evidenced hereby is true, accurate, and complete in all material respects.

6.6 Solvency

Maker is solvent and will not be rendered insolvent by the execution and performance of this Note.

6.7 Litigation

There is no pending or threatened litigation, arbitration, or governmental proceeding that could materially adversely affect Maker's ability to perform under this Note or the value of the Collateral.

6.8 Use of Proceeds

☐ Business Purpose: The proceeds of this Note will be used primarily for business, commercial, investment, or agricultural purposes.

☐ Consumer Purpose: The proceeds of this Note will be used primarily for personal, family, or household purposes.

[Describe intended use: [PURPOSE]]

VII. COVENANTS

Maker covenants and agrees that until all Obligations under this Note are paid and performed in full:

7.1 Affirmative Covenants

Maker shall:

(a) Payments: Make all payments when due under this Note;

(b) Collateral Maintenance: Maintain the Collateral in good condition and repair;

(c) Insurance: Keep the Collateral insured against loss or damage with Payee named as loss payee or additional insured, with coverage of at least $[AMOUNT] or the outstanding Principal Amount, whichever is greater;

(d) Taxes: Pay all taxes, assessments, and charges on the Collateral when due;

(e) Compliance: Comply with all Applicable Laws in connection with its business and the Collateral;

(f) Books and Records: Maintain complete and accurate books and records;

(g) Financial Information: Upon Payee's reasonable request, provide:
- Annual financial statements within [NUMBER] days after fiscal year end
- Interim financial statements upon request
- Tax returns upon request
- Other financial information reasonably requested;

(h) Notice of Changes: Provide Payee at least [30] days' prior written notice of any change in:
- Maker's legal name
- Organizational structure or jurisdiction
- Principal place of business
- Location of Collateral;

(i) Preservation of Existence: Maintain its legal existence and good standing (if entity).

7.2 Negative Covenants

Maker shall not, without Payee's prior written consent:

(a) No Sale of Collateral: Sell, lease, assign, or otherwise dispose of the Collateral, except inventory in the ordinary course of business;

(b) No Additional Liens: Grant any security interest in or permit any lien to attach to the Collateral (other than Payee's security interest and Permitted Liens);

(c) No Change of Control: Effect any merger, consolidation, or sale of substantially all assets, or permit any change in ownership of more than [PERCENTAGE]% of its equity interests;

(d) No Material Indebtedness: Incur additional indebtedness exceeding $[AMOUNT] without notice to Payee;

(e) No Modifications: Modify, amend, or alter the Collateral in any way that materially diminishes its value.

VIII. EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default

Each of the following constitutes an "Event of Default":

(a) Payment Default: Failure to pay any principal, interest, or other amount when due under this Note, and such failure continues for [NUMBER] days after the due date;

(b) Representation Default: Any representation or warranty made by Maker proves to be false or misleading in any material respect when made;

(c) Covenant Default: Breach of any covenant in this Note or the Security Agreement that remains uncured for [NUMBER] days after written notice from Payee;

(d) Collateral Impairment: Loss, theft, substantial damage, destruction, or material decline in value of the Collateral not covered by insurance;

(e) Insolvency: Maker:
(i) Becomes insolvent or admits inability to pay debts as they become due;
(ii) Makes a general assignment for the benefit of creditors;
(iii) Files a voluntary petition in bankruptcy or has an involuntary petition filed against it that is not dismissed within [60] days;
(iv) Has a receiver, trustee, or custodian appointed for any substantial part of its property;

(f) Judgment: A judgment or judgments for the payment of money in excess of $[AMOUNT] are rendered against Maker and remain unsatisfied and unstayed for [NUMBER] days;

(g) Material Adverse Change: A material adverse change in Maker's financial condition or ability to perform under this Note;

(h) Cross-Default: Default under any other indebtedness of Maker to Payee or under any other material indebtedness exceeding $[AMOUNT];

(i) Security Interest Impairment: Payee's security interest in the Collateral becomes unperfected or is subordinated without Payee's consent.

8.2 Acceleration

Upon the occurrence of an Event of Default, Payee may, at its option and without further notice or demand (except as required by Applicable Law):

(a) Declare the entire unpaid Principal Amount, together with all accrued interest and other Obligations, immediately due and payable;

(b) Exercise all rights and remedies under this Note, the Security Agreement, the UCC, and Applicable Law.

Automatic Acceleration: Upon the occurrence of an Event of Default described in Section 8.1(e), all Obligations shall automatically become immediately due and payable without any notice or action by Payee.

8.3 Remedies

Upon an Event of Default, Payee shall have all remedies available under this Note, the Security Agreement, the UCC, and Applicable Law, including without limitation:

(a) Possession: Taking possession of the Collateral with or without judicial process, to the extent permitted by UCC § 9-609, provided that Payee proceeds without breach of the peace;

(b) Disposition: Selling, leasing, licensing, or otherwise disposing of the Collateral at public or private sale in accordance with UCC § 9-610;

(c) Collection: Collecting accounts receivable and enforcing any rights comprising the Collateral directly;

(d) Receivership: Applying to any court of competent jurisdiction for appointment of a receiver;

(e) Other Remedies: Pursuing any other remedies available at law or in equity.

8.4 Notice of Disposition

Payee shall provide Maker with at least [TEN (10)] days' prior written notice of any public or private disposition of the Collateral. The parties agree that such notice period is commercially reasonable under UCC § 9-612.

8.5 Application of Proceeds

Proceeds from any disposition of Collateral shall be applied in the following order:
1. First, to costs of retaking, holding, preparing for disposition, and disposing of the Collateral, including reasonable attorneys' fees;
2. Second, to accrued and unpaid interest;
3. Third, to outstanding principal;
4. Fourth, to any other Obligations;
5. Fifth, any surplus shall be paid to Maker or as otherwise required by Applicable Law.

8.6 Deficiency

If the proceeds of any disposition of the Collateral are insufficient to satisfy all Obligations, Maker shall remain liable for any deficiency, together with all costs of collection, including reasonable attorneys' fees.

8.7 No Waiver; Cumulative Remedies

(a) No failure or delay by Payee in exercising any right or remedy shall constitute a waiver thereof.

(b) No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

(c) All rights and remedies are cumulative and not exclusive.

IX. RISK ALLOCATION

9.1 Indemnification

Maker shall indemnify, defend, and hold harmless Payee and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Any breach of Maker's representations, warranties, or covenants under this Note;
(b) Any claim by a third party regarding the Collateral;
(c) Any violation of Applicable Law by Maker;
(d) The enforcement of this Note or the Security Agreement.

This indemnification shall survive payment of the Note.

9.2 Limitation of Liability

Payee's aggregate liability under or in connection with this Note shall not exceed the Principal Amount outstanding at the time any claim arises.

9.3 Consequential Damages Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS NOTE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

X. DISPUTE RESOLUTION

10.1 Governing Law

This Note shall be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflicts of laws principles. The parties acknowledge that UCC Articles 3 and 9 as enacted in [GOVERNING LAW STATE] apply to this Note and the security interest granted herein.

10.2 Forum Selection

Any action or proceeding arising out of or related to this Note shall be brought exclusively in the state or federal courts located in [COUNTY], [GOVERNING LAW STATE], and each party irrevocably:

(a) Submits to the personal jurisdiction of such courts;
(b) Waives any objection based on improper venue or inconvenient forum;
(c) Agrees that service of process may be made by certified mail to the address set forth herein.

10.3 Waiver of Jury Trial

JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE, THE SECURITY AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

MAKER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION.

10.4 Arbitration (Optional)

☐ Check if Arbitration Applies: Any dispute, claim, or controversy arising out of or relating to this Note, including the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration administered by [AAA/JAMS/OTHER] in accordance with its [Commercial/Consumer] Arbitration Rules then in effect.

Arbitration Terms:
- Location: [CITY, STATE]
- Number of Arbitrators: [ONE/THREE]
- Language: English
- Judgment on the award may be entered in any court of competent jurisdiction

XI. GENERAL PROVISIONS

11.1 Notices

All notices, requests, demands, and other communications under this Note shall be in writing and shall be deemed given:

(a) When delivered personally;
(b) One (1) Business Day after deposit with a nationally recognized overnight courier;
(c) Three (3) Business Days after deposit in the U.S. mail, certified mail, return receipt requested;
(d) When sent by email with confirmation of receipt (for routine communications only).

Notices shall be sent to the addresses set forth in Section I, or to such other address as a party may designate in writing.

11.2 Amendments and Waivers

This Note may not be amended, modified, or supplemented except by a written instrument signed by both Maker and Payee. No waiver shall be effective unless in writing and signed by the waiving party.

11.3 Successors and Assigns

(a) Binding Effect: This Note shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

(b) No Assignment by Maker: Maker may not assign, transfer, or delegate any rights or obligations under this Note without Payee's prior written consent.

(c) Assignment by Payee: Payee may freely assign, transfer, negotiate, or pledge this Note without Maker's consent. Any holder in due course (as defined in UCC § 3-302) shall take this Note free of personal defenses.

11.4 Severability

If any provision of this Note is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

11.5 Entire Agreement

This Note, together with the Security Agreement and any other documents executed in connection herewith, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements.

11.6 Headings

Section headings are for convenience of reference only and shall not affect the interpretation of this Note.

11.7 Time of the Essence

Time is of the essence with respect to all dates and deadlines set forth in this Note.

11.8 Joint and Several Liability

If more than one person or entity executes this Note as Maker, the obligations of such persons shall be joint and several.

11.9 Waiver of Presentment and Protest

Maker and any endorsers, sureties, and guarantors hereby waive presentment for payment, demand, notice of dishonor, notice of nonpayment, protest, notice of protest, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of this Note, to the extent permitted by Applicable Law.

11.10 Attorneys' Fees

If any action is brought to enforce this Note, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

11.11 Counterparts and Electronic Signatures

(a) This Note may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(b) Signatures transmitted electronically (including by PDF, DocuSign, or similar service) shall be deemed original signatures and shall be binding, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.

XII. EXECUTION BLOCK

IN WITNESS WHEREOF, Maker has executed this Secured Promissory Note as of the Issue Date first written above.

MAKER:

If Individual:

Signature: _________________________________

Printed Name: [MAKER NAME]

Date: ___________

If Entity:

[ENTITY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

Date: ___________

ACKNOWLEDGED BY PAYEE:

If Individual:

Signature: _________________________________

Printed Name: [PAYEE NAME]

Date: ___________

If Entity:

[ENTITY NAME]

By: _________________________________

Name: [AUTHORIZED SIGNATORY NAME]

Title: [TITLE]

Date: ___________

NOTARY ACKNOWLEDGMENT (If Required)

STATE OF [STATE]
COUNTY OF [COUNTY]

On this _____ day of ______________, 20___, before me, the undersigned Notary Public, personally appeared _________________________, 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.

Signature: _________________________________

Notary Public in and for said State
My Commission Expires: ___________

[NOTARY SEAL]

COMPLIANCE CHECKLIST

Before execution, verify the following:

☐ Interest rate complies with applicable state usury laws
☐ Collateral description meets UCC § 9-108 specificity requirements
☐ Security Agreement executed separately
☐ UCC-1 Financing Statement prepared for filing
☐ Filing jurisdiction determined (debtor's state of organization/residence)
☐ If consumer loan: TILA/Regulation Z disclosures provided
☐ If real property collateral: Deed of Trust/Mortgage prepared
☐ If motor vehicle collateral: Lien to be noted on certificate of title
☐ If deposit accounts: Control agreement to be executed
☐ Copy of Note to be provided to Maker
☐ Payment schedule documented
☐ Governing law state identified and verified
☐ Legal counsel review completed

LEGAL CITATIONS REFERENCE

UCC Article 3 - Negotiable Instruments

• § 3-104: Definition of negotiable instrument
• § 3-106: Unconditional promise or order
• § 3-108: Payable on demand or at definite time
• § 3-302: Holder in due course
• § 3-305: Defenses and claims in recoupment
• § 3-601: Discharge and payment

UCC Article 9 - Secured Transactions

• § 9-102: Definitions
• § 9-108: Sufficiency of collateral description
• § 9-203: Attachment and enforceability
• § 9-310: When filing required for perfection
• § 9-312: Perfection by control or possession
• § 9-317: Interests that take priority over unperfected security interest
• § 9-504: Financing statement: indication of collateral
• § 9-609: Secured party's right to take possession after default
• § 9-610: Disposition of collateral after default
• § 9-611: Notification before disposition
• § 9-612: Timeliness of notification
• § 9-615: Application of proceeds

Federal Law

• Truth in Lending Act: 15 U.S.C. § 1601 et seq.
• Regulation Z: 12 C.F.R. Part 1026
• E-SIGN Act: 15 U.S.C. § 7001 et seq.

State Usury Laws

[INSERT APPLICABLE STATE STATUTE AND RATE]

Prepared for professional use. Verify all statutory citations, usury limits, and regulatory requirements against current law before execution. This template does not constitute legal advice.