casemark/secured-promissory-note
skills/legal/secured-promissory-note/SKILL.md
Drafts U.S. secured promissory notes for commercial lending with lender-protective terms, UCC Article 9 collateral grants, and state usury compliance. Trigger when the user needs a secured promissory note, lender note, collateral-backed loan note, or UCC-1 financing instrument.
$ install --global
skillsauthnpx skillsauth add casemark/skills secured-promissory-noteInstall this skill globally with one command. Works with Claude Code, Cursor, and Windsurf.
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Last scanned: Apr 17, 2026, 2:17 PM8.7s1 file scanned
SKILL.md
- name:
- secured-promissory-note
- description:
- >-
Secured Promissory Note
Draft an enforceable secured promissory note for a commercial loan with collateral-backed repayment.
Quick Start
Gather before drafting:
- Parties — borrower and lender legal names, entity types, states, addresses, authorized signatories.
- Deal terms — principal, interest structure (fixed/variable, index, margin, floor/cap), day-count convention, payment schedule, maturity, prepayment, fees, default rate.
- Collateral — description with sufficient detail for UCC Article 9; filing jurisdictions (debtor location, fixture/real property).
- Governing law — state, venue, dispute resolution preference.
- Related documents — security agreement, guaranty, subordination/intercreditor, board/manager approvals.
Workflow
- Collect intake fields; flag unresolved items before drafting.
- Draft using the section outline and template below.
- Insert optional clauses only when deal-specific.
- Run the review checklist.
Intake Fields
| Field | Req | Notes | |---|---|---| | Borrower name, entity, state, address | Yes | Exact registered name and suffix | | Lender name, entity, state, address | Yes | Match org docs | | Effective date / funding date | Yes | Note if different | | Principal amount | Yes | Numeric and words | | Interest rate type | Yes | Fixed/variable; index, margin, floor/cap | | Day-count convention | Yes | actual/360, actual/365, or 30/360 | | Payment schedule | Yes | Frequency, amortization or balloon | | Late fee / grace period | Yes | — | | Default interest rate | Yes | Confirm within legal limits | | Prepayment terms | Yes | Penalty, exceptions | | Collateral description | Yes | Category + itemized detail | | UCC filing jurisdictions | Yes | Debtor location; fixture/real property filings | | Covenants | Opt | Reporting, insurance, restrictions | | Cross-default thresholds | Opt | Other debt, judgments | | Notice addresses / methods | Yes | Delivery methods, deemed receipt |
Section Outline
- Title, date, parties
- Promise to pay; principal; use of proceeds
- Interest rate; day-count; default rate; usury savings clause
- Payment schedule; application waterfall; late charges; non-business days
- Prepayment terms and penalties
- Collateral grant; proceeds; security agreement reference
- Perfection authorization (UCC-1 filings)
- Representations and warranties
- Affirmative and negative covenants
- Events of default; notice and cure periods
- Remedies; acceleration; UCC Article 9 enforcement; costs/fees
- Waivers (presentment, demand, notice)
- Governing law; venue; jury trial waiver or ADR
- Notices; assignments; successors; integration; severability
- Signature blocks and execution
Collateral Schedule (Exhibit A)
Category:
Specific Description:
Location:
Title/Registration Data (if applicable):
Optional Clauses
Include only when applicable:
- Balloon payment provision
- Interest-only period
- Cross-default to other material debt
- Judgment default threshold
- MAC clause
- Subordination / intercreditor references
- Cash dominion or lockbox
Review Checklist
- [ ] Defined terms used consistently throughout
- [ ] Interest and fees within applicable usury limits
- [ ] Collateral description sufficient for UCC filing
- [ ] Cure periods aligned with lender policy
- [ ] Notice addresses and delivery methods complete
- [ ] Signatory authority confirmed
Pitfalls
- Usury — always include a usury savings clause; verify default interest and late fees against governing-state limits.
- Real property collateral — reference the mortgage or deed of trust; the note alone is insufficient.
- Titled assets / IP — add perfection steps matching title or federal registration practices.
- Default categories — distinguish monetary vs. non-monetary defaults with explicit cure periods.
- Remedies — must include acceleration and Article 9 disposition rights with commercially reasonable notice.
- Consumer loans — omit consumer-law disclosures unless the loan is consumer-purpose or to an individual borrower.
- Assignments — borrower assignment typically prohibited; lender assignment typically permitted with notice.
- Jury trial waiver — include only if enforceable in governing jurisdiction and parties are sophisticated.
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