SECURED TIME NOTE
SECTION ONE
TERMS OF NOTE - DESCRIPTION
OF SECURITY
On __________ (__________) days after date, for
value received, __________ (maker), of __________ (address), ________________
(city), __________ County, __________ (state), in this note referred to as
maker, promises to pay to __________ (financial institution), or order, of
__________________ (address), __________ (city), __________ County,
______________ (state), in this note referred to as institution, at __________
(address), ________ (city), __________ County, __________ (state), in lawful
money of the United States __________ (Amount) ($__________), 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 __________
__________ $_________
__________ __________
__________ __________
SECTION TWO
DEFINITION OF LIABILITIES
The term liabilities is defined as this note and all
other obligations of any kind that maker owes to institution.
SECTION THREE
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.
SECTION FOUR
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.
SECTION FIVE
DUTIES OF MAKER
At any time and from time to time, on the demand of
institution, maker shall:
(1) 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;
(2) 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;
(3) Keep and mark all documents, chattel paper, and
records relating to inventory, accounts, and contracts in any manner
institution may require; and
(4) 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.
SECTION SIX
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.
SECTION SEVEN
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.
SECTION EIGHT
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.
SECTION NINE
DEFAULT
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).
SECTION TEN
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.
SECTION ELEVEN
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.
SECTION TWELVE
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.
SECTION THIRTEEN
ACCELERATION CLAUSE
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.
SECTION FOURTEEN
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.
SECTION FIFTEEN
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.
SECTION SIXTEEN
WAIVER OF PRESENTMENT,
PROTEST, AND NOTICE OF
DISHONOR
Maker waives presentment, protest, and notice of
dishonor, and maker waives __________ (his or her) right to all other notices
or demands that might otherwise be required by law.
SECTION SEVENTEEN
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.
SECTION EIGHTEEN
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.
SECTION NINETEEN
CHOICE OF LAW
The provisions of this instrument are to be
construed according to, and are to be governed by the laws of __________
(state).
SECTION TWENTY
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.
Dated: __________
_____________________________
(Signature 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), __________ (city), __________ County,
__________ (state), unconditionally guarantees to __________ (financial
institution), of __________ (address), __________ (city), __________ County,
__________ (state), 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 endorsement of the
above note. __________ (Guarantor) waives presentment, protest, and notice of
dishonor and all other notices and demands whatsoever.
Dated:
_______________________
_____________________________
(Signature of Guarantor)
