Security Agreement - Template, Sample Form to Complete Pro · US-law
✓ Valid in United States · drafted to comply with local law
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SECURITY AGREEMENT
State of ________
This Security Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following debtor (the "Debtor"):
________,
a ________, having a principal address at
________
and the following secured party (the "Secured Party"):
________,
a ________, having a principal address at
________
The Debtor and the Secured Party are each referred to herein as a "Party" and collectively as the "Parties." In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. DEFINITIONS AND INCORPORATION OF THE UNIFORM COMMERCIAL CODE.
1.1. All terms used in this Agreement that are defined in the Uniform Commercial Code as enacted and in effect in the State of ________ (the "UCC"), and that are not otherwise defined herein, shall have the meanings assigned to them in the UCC. References herein to particular sections of the UCC shall be deemed to refer to corresponding sections as in effect from time to time.
1.2. "Collateral" means the property described in § 3 below, together with all accessions, additions, replacements, substitutions, and proceeds (including insurance proceeds) thereof. "Obligations" means all of the indebtedness, liabilities, and obligations of the Debtor to the Secured Party described in § 2 below.
§ 2. OBLIGATIONS SECURED.
2.1. This Agreement secures the payment and performance of the Debtor's promissory note in the original principal amount of $________ (________ Dollars), dated ________ (the "Note"), together with all interest, fees, and charges accruing thereon.
2.2. This Agreement further secures the payment and performance of all other liabilities and obligations of the Debtor to the Secured Party of every kind and description, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all costs of collection and enforcement as provided in § 9 below.
§ 3. GRANT OF SECURITY INTEREST AND COLLATERAL.
3.1. To secure the prompt payment and performance of the Obligations, the Debtor hereby grants, pledges, and assigns to the Secured Party a continuing security interest in and to the following property, whether now owned or hereafter acquired and wherever located (the "Collateral"):
________
3.2. The security interest granted herein extends to all accessions, attachments, accessories, parts, replacements, substitutions, and additions to the Collateral, and to all products and proceeds thereof, including cash and non-cash proceeds and proceeds of insurance.
§ 4. LOCATION OF COLLATERAL.
4.1. The Collateral is now, or will be, located and maintained at the following premises (the "Premises"):
________
4.2. The Debtor shall not remove the Collateral from the Premises, except in the ordinary course of business or with the prior written consent of the Secured Party, and shall keep the Collateral free from any adverse lien, security interest, or encumbrance not permitted hereunder.
§ 5. PERFECTION; FINANCING STATEMENTS.
5.1. The Debtor authorizes the Secured Party to file one or more financing statements, continuation statements, and amendments thereto under Article 9 of the UCC, describing the Collateral, and to take any other action reasonably necessary to create, perfect, and maintain a perfected security interest in the Collateral.
5.2. The Debtor shall execute and deliver to the Secured Party, promptly upon request, all such instruments and documents, and shall pay all filing fees and taxes, as may be necessary or desirable to establish, perfect, and continue the Secured Party's security interest in the Collateral.
§ 6. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
6.1. The Debtor represents, warrants, and covenants to the Secured Party as follows:
a. The Debtor shall pay to the Secured Party the sum or sums evidenced by the Note and all other Obligations in accordance with their respective terms.
b. The Debtor is the lawful owner of the Collateral and has good right and authority to grant the security interest created hereby, free and clear of all liens, security interests, and encumbrances, except as otherwise disclosed in writing and agreed to by the Secured Party.
c. The Collateral shall not be removed from the Premises other than in the ordinary course of business or as otherwise permitted under § 4.
d. The Debtor shall maintain the Collateral in good condition and repair and shall keep it insured against loss or damage by such risks and in such amounts as are customary, with the Secured Party named as loss payee.
e. The Debtor shall pay all taxes, assessments, and other charges levied against the Collateral when due.
f. The Debtor shall immediately notify the Secured Party in writing of any change in the Debtor's name, address, state of organization, or chief executive office.
g. The Debtor has all necessary right, power, and authority to enter into and perform this Agreement and to grant the security interest contemplated herein.
§ 7. EVENTS OF DEFAULT.
7.1. The Debtor shall be in default under this Agreement upon any noncompliance with or nonperformance of the Debtor's obligations under this Agreement, the Note, or any related document.
7.2. Each of the following shall constitute an "Event of Default" under this Agreement:
a. The Debtor's failure to pay the principal amount or any accrued interest when due under the Note or any other Obligation;
b. The Debtor's insolvency or inability to pay debts as they become due;
c. The Debtor's death, incompetency, liquidation, or dissolution;
d. The Debtor's making of a general assignment for the benefit of the Debtor's creditors;
e. The filing of any voluntary or involuntary bankruptcy or insolvency proceeding by or against the Debtor;
f. Any application for the appointment of a receiver, trustee, or custodian for the Debtor or any part of the Collateral;
g. The Debtor's material misrepresentation made to the Secured Party for the purpose of obtaining the Note or any extension of credit secured hereby; or
h. The loss, theft, substantial damage, sale, or encumbrance of the Collateral not permitted under this Agreement.
§ 8. REMEDIES UPON DEFAULT.
8.1. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party may, at its option and without notice or demand except as required by applicable law, declare all Obligations secured hereby to be immediately due and payable.
8.3. The proceeds of any disposition of the Collateral shall be applied in the manner provided by the UCC. The Debtor shall remain liable for any deficiency remaining after such application, to the extent permitted by law.
8.4. All rights and remedies of the Secured Party are cumulative and may be exercised singularly or concurrently.
§ 9. EXPENSES OF COLLECTION.
§ 10. WAIVER.
10.1. No waiver by the Secured Party of any default shall operate as a waiver of any other default or of the same default on any future occasion. No delay or omission by the Secured Party in exercising any right or remedy shall operate as a waiver thereof.
§ 11. NOTICES.
11.1. Any notice required or permitted to be given under this Agreement by either Party to the other shall be in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested, or by a nationally recognized overnight courier.
11.2. A notice shall be deemed communicated as of the time of delivery if personally delivered, or as of the time of deposit if mailed or sent by courier.
11.3. The Parties shall be contacted at the following addresses:
Debtor: ________
Secured Party: ________
11.4. Either Party may change its address for the purpose of receiving notices by giving the other Party written notice of the change in accordance with this section.
§ 12. GOVERNING LAW AND VENUE.
12.1. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles.
12.2. The Parties agree that any dispute arising under or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________, and each Party irrevocably consents to the personal jurisdiction of such courts.
§ 13. MISCELLANEOUS.
13.1. This Agreement constitutes the entire agreement of the Parties and supersedes any prior understandings or written or oral agreements between the Parties with respect to the subject matter hereof.
13.2. This Agreement shall inure to the benefit of and be binding upon the respective successors, assigns, heirs, executors, and administrators of the Parties.
13.3. This Agreement may be amended only by a written instrument executed by both Parties.
13.4. Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms hereof.
13.5. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed severed and the remainder of the Agreement shall be enforced as if such provision were never included.
13.6. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed original signatures.
EXECUTION:
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
_________________________________
________, Debtor
By: ________
Title: ________
Date: ________
_________________________________
________, Secured Party
By: ________
Title: ________
Date: ________
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