Banking Security Agreement

Banking Security Agreement

This Banking Security Agreement (the "Agreement") is made and entered into as of by and between Secured Party: with address , and Debtor: with address .

Recitals

WHEREAS, Secured Party has made or may hereafter make loans, extend credit or otherwise provide financial accommodations to Debtor and Debtor desires to secure the prompt and complete payment and performance of all Obligations (as defined below); and

WHEREAS, Debtor is willing to grant to Secured Party a security interest in certain property of Debtor to secure the Obligations and otherwise to provide the Secured Party the rights and remedies set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement shall create a continuing security interest under applicable law in the Collateral described herein for the benefit of Secured Party.

NOW, THEREFORE, 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

1.1 "Obligations" means all debts, liabilities, obligations, covenants, and duties of Debtor to Secured Party now existing or hereafter arising, whether direct or indirect, absolute or contingent, matured or unmatured, including without limitation principal, interest, fees, costs, expenses and any renewals, extensions or modifications thereof.

1.2 "Collateral" means the property described in Section 2 of this Agreement and any and all proceeds, substitutions, accessions and products thereof.

2. Grant of Security Interest; Collateral

2.1 Grant. Debtor hereby grants to Secured Party a continuing security interest in and lien on all of Debtor's right, title and interest in, to and under the Collateral to secure payment and performance of the Obligations.

2.2 Included Collateral. Without limiting the generality of the foregoing, Collateral includes, whether now existing or hereafter arising, all bank accounts, deposit accounts, instruments, investment property, commercial tort claims, general intangibles, payment intangibles, and all proceeds thereof.

3. Obligations Secured

The Obligations secured by this Agreement include, without limitation, all present and future indebtedness of Debtor to Secured Party arising under loans, overdraft facilities, letters of credit, guarantees, fees, interest and other agreements between the parties.

4. Representations and Warranties

Debtor represents and warrants to Secured Party that: (a) Debtor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest or encumbrance other than in favor of Secured Party; (b) the execution, delivery and performance of this Agreement are within Debtor's powers and have been duly authorized; and (c) no consent, approval or authorization of any third party or governmental authority is required for the granting of the security interest herein, except as specifically disclosed to Secured Party.

5. Covenants of Debtor

Debtor covenants that until all Obligations are indefeasibly paid in full and this Agreement is terminated in accordance with its terms, Debtor will: (a) keep the Collateral free of liens and encumbrances except as permitted herein; (b) promptly execute and deliver such financing statements, assignments and other instruments as Secured Party may reasonably request to perfect and continue the security interest; and (c) notify Secured Party promptly of any material adverse change in Debtor's financial condition.

6. Perfection; Further Assurances

Secured Party may file financing statements, take possession of certificated collateral and take any other action reasonably necessary to perfect and protect its security interest in the Collateral. Debtor will execute and deliver at Debtor's expense all documents and instruments that Secured Party reasonably requires for such perfection.

7. Default; Remedies

7.1 Events of Default. Each of the following constitutes an Event of Default: (a) failure to pay any Obligation when due; (b) breach of any material covenant, representation or warranty; (c) insolvency, bankruptcy or appointment of a receiver with respect to Debtor; or (d) any material adverse change in Debtor's financial condition.

7.2 Remedies. Upon the occurrence and continuance of an Event of Default, Secured Party may declare the Obligations immediately due and payable and exercise any and all rights and remedies available at law or in equity, including, without limitation, possession and sale of the Collateral, setoff against any accounts of Debtor, and enforcement of any guarantees.

8. Priority; Subordination

Debtor agrees that Secured Party's security interest shall be a first priority perfected lien on the Collateral to the fullest extent permitted under applicable law, subject only to exceptions expressly agreed to in writing by Secured Party.

9. Notices

All notices, requests, consents and other communications under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by other commercially reasonable means to the addresses below (or to such other address as a party may designate by notice):

10. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Agreement shall be effective unless executed in writing by the party against whom enforcement is sought. No delay or failure to exercise any right shall constitute a waiver. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles.

12. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. Miscellaneous

13.1 Remedies are cumulative and not exclusive. The rights of Secured Party under this Agreement shall survive the collection of any particular Obligation to the extent necessary to enforce Secured Party's rights in respect of other Obligations.

13.2 Costs and Expenses. Debtor agrees to pay Secured Party's reasonable costs and expenses, including attorneys' fees, incurred in enforcing this Agreement after the occurrence of an Event of Default to the extent permitted by law.

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