This Business Security Agreement (“Agreement”) is made and entered into by the undersigned borrower, guarantor and/or other obligor/pledgor (the “Debtor7 in favor of U. S. BANK N.A. , 555 SW OAK, PORTLAND, OR97204 (the “Bank” as of the date set forth on the last page of this Agreement.

ARTICLE I. SECURITY INTEREST

1.1 Grant of Security Interest.Debtor hereby grants a security interest in and collaterally assigns the Collateral (defined below) to Bank to secure all-of Debtor’s Obligations (defined below) to Bank. The intent of the parties hereto is that the Collateral secures all Obligations of Debtor to Bank, whether or not such Obligations exist under this Agreement or any other agreements, whether now or here after existing, between Debtor and Bank or in favor of Bank, including, without limitation, any note, any loan or security agreement, any lease, any mortgage, deed of trust or other pledge of an interest in real or personal property, any guaranty, any letter of credit or banker’s acceptance, any agreement for any other services or credit extended by Bank to Debtor even though not specifically enumerated herein, and any other agreement with Bank (together and individually, the “LoanDocuments”).
1.2“Collateral”means all of the following whether now owned or existing or hereafter acquired by Debtor (or by Debtor with spouse), whereverlocated (including all documents, general intangibles, additions and accessions, spare and repair parts, special tools, replacements, returned or repossessed goods and books and records relating to the following; and all proceeds, supporting obligations and products of the following) [check all that apply]:
What is installment payment
x All accounts, instruments, documents, chattel paper, general intangibles, contract rights, investment property (including any securities entitlements and/or securities accounts held by Debtor), certificates of deposit, deposit accounts, and letterof credit rights; and
x All inventory; and
x All equipment; and
All fixtures; and
Specific Collateral (the following, whether constituting instruments, chattel paper, general intangibles, equipment, accounts, inventory, fixtures or other collateral):
In the event only the first three boxes are checked, Debtor acknowledges and agrees that the foregoing collateral description covers all assets (except fixtures) of Debtor. Bank may at any time and from time to time file financing and continuation statements and amendments thereto reflecting the same.
1.3“Obligations” means all Debtor’s debts (except for consumer credit if Debtor is a natural person), liabilities, obligations, covenants, warranties, and duties to Bank (plus its affiliates including any credit card debt, but specifically excluding any type of consumer credit), whether now or hereafter existing or incurred, whether liquidated or unliquidated, whether absolute or contingent, whether arising out of the Loan Documents or otherwise, and all other debts and obligations due Bank under any lease, agricultural, real estate or other financing transaction and regardless of whether such financing is related in time or type to the financing provided at the time of grant of this security interest, and regardless of whether such Obligations arise out of existing or future credit granted by Bank to any Debtor, to any Debtor and others, to others guaranteed, endorsed or otherwise secured by any Debtor or to any debtor-in-possession or other successor-in-interest of any Debtor, and including principal, interest, fees, expenses and charges relating to any of the foregoing.
1.4 Other Definitions.Unless otherwise defined, the terms set forth in this Agreement shall have the meanings set forth in the Uniform Commercial Code as adopted in the Loan Documents and as amended from time to time. The defined terms hereunder shall be interpreted in a manner most favorable to Bank.

ARTICLE II. WARRANTIESAND COVENANTS

In addition to all other warranties and covenants of Debtor under the Loan Documents which are expressly incorporated herein as part of this Agreement and while any part of the credit granted Debtor under the Loan Documents is available or any Obligations of Debtor to Bank are unpaid or outstanding, Debtor continuously warrants and agrees as follows:
2.1 Debtor’s Name, Location; Notice of Location Changes.Except as otherwise disclosed to Bank in writing, Debtor’s name and organizational structure have remained the same during the past five (5) years. Debtor will continue to use only the name set forth with Debtor’s signature unless Debtor gives Bank prior written notice of any change. Furthermore, Debtor shall not do business under another name nor use any trade name without giving ten (10) days prior written notice to Bank. Debtor will not change its status or organizational structure without the prior written consent of Bank. Debtor will not change its location or registration (if Debtor is a registered organization) to another state without prior written notice to Bank. The address appearing in the Article 9 Certificate, if any, is Debtor’s chief executive office (or residence if Debtor is a sole proprietor).
2.2 Status of Collateral.All Collateral is genuine and validly existing. Except for items of insignificant value or as otherwise reflected in writing by Debtor to Bank under a borrowing base or otherwise, (i) Collateral constituting inventory, equipment and fixtures is in good condition, not obsolete and is either currently saleable or usable; and (ii) Collateral constituting accounts, contract rights, notes, chattel paper and other third-party obligations to pay is fully enforceable in accordance with its terms and not subject to return, dispute, setoff, credit allowance or adjustment, except for discounts for prompt payment. Unless Debtor provides Bank with written notice to the contrary, Debtor has no notice or knowledge of anything that would impair the ability of any third-party obligor to pay any debt to Debtor when due.
2.3Ownership; Maintenance of Collateral; Restrictions on Liens and Dispositions. Debtor is the sole owner of the Collateral free of all liens, claims, other encumbrances and security interests except as permitted in writing by Bank. Debtor shall: (i) maintain the Collateral in good condition and repair (reasonable wear and tear excepted), and not permit its value to be impaired; (ii) not permit waste, removal or loss of identity of the Collateral; (iii) keep the Collateral free from all liens, executions, attachments, claims, encumbrances and security interests (other than Bank’s paramount security interest and those permitted in writing by Bank); (iv) defend the Collateral against all claims and legal proceedings by persons other than Bank; (v) pay and discharge when due all taxes, levies and other charges or fees upon the Collateral except for payment of taxes contested by Debtor in good faith by appropriate proceedings so long as no levy or lien h

Table of Contents

  1. Benefits and Drawbacks
  2. Frequently Asked Questions

When to Use

An unsecured promissory note is commonly used in these situations:

Benefits and Drawbacks

Borrower’s perspective

For a borrower, an unsecured promissory note offers the following advantages:
An unsecured promissory note has the following disadvantages for a borrower:

Lender’s Perspective

From the perspective of a lender, an unsecured note offers the following advantages:
An unsecured note can have the following disadvantages for a lender:
Download your fillable Unsecured Promissory Note Template in PDF.

Filling Out an Unsecured Promissory Note

You can use FormsPal’s free and easy-to-use unsecured promissory note template by following these simple steps:
Enter major details
Select monthly or quarterly payment type
Select payment structure

Payment Promissory Note Template

Indicate maturity date and governing law
Sign
All of the parties in the unsecured promissory note should sign the note clearly. A signed copy should be given to each party.

Frequently Asked Questions

What are the Repayment Options?

The following repayment options can be used in unsecured promissory notes:

Can an Unsecured Promissory Note be Enforced?

Yes, unsecured promissory notes can be enforced under the law. Even if it does not have collateral security, it is still an agreement in which the borrower promised to pay back your money. It is still a legally-binding document. When a default is made by the borrower, the following actions can be taken by the lender:
The noteholder can also sell his note for cash, but instead of getting the full value of the note, the noteholder will receive a discounted value. The discount will mainly depend on the borrower’s credit rating, loan amount, and rates of interest. Usually, a note buyer discounts the note 10 to 35 percent of its face value.

Is an Unsecured Promissory Note a Security?

Installment Payment Plan

The difference between a security and a promissory note is crucial. When a promissory note is termed security, securities law compliance can come into the picture. However, the determination of whether or not a promissory note is security is to be done after considering different factors:
Therefore, the question of whether or not an unsecured promissory note is security will depend upon the purpose of acquiring or issuing the note.
Unsecured notes that are issued for a term exceeding nine months to a number of different people who want to use them to make money or have some return on their investment will be considered as a security offering. Once it is clear that the promissory note is a security, it needs to follow and adhere to securities law compliances.

What Is Installment Payment

After reading and understanding the above information, you can create your own Unsecured Promissory Note by using FormsPal’s free and easy-to-use unsecured promissory note template. You can also try our simple step-by-step builder for a highly personalized experience.