Legal Lien Template

SECURITY AGREEMENT AND LIEN

This Security Agreement and Lien ("Agreement") is made effective as of by and between Lien Grantor: (entity type: Individual Corporation LLC), whose principal address is , and Secured Party: (entity type: Individual Corporation LLC), whose principal address is .

RECITALS

WHEREAS, Grantor is indebted to Secured Party under one or more obligations described herein and in instruments executed in connection with those obligations;

WHEREAS, to secure payment and performance of the obligations of Grantor to Secured Party, Grantor desires to grant, and Secured Party desires to obtain, a continuing security interest and lien in the Collateral (as defined below);

WHEREAS, the parties intend that the security interest created by this Agreement be perfected by the filing of financing statements and other instruments as permitted by law, and that Secured Party shall have the rights and remedies of a secured party under applicable law.

NOW, THEREFORE

In consideration of the mutual covenants and for 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 present and future indebtedness, liabilities, obligations and performance of Grantor to Secured Party, whether now existing or hereafter arising, direct or indirect, absolute or contingent, including principal, interest, fees, costs of collection and enforcement, and all renewals, extensions and modifications thereof.

1.2 "Collateral" means all property of Grantor described in Section 2 and any proceeds, products, accessions or replacements thereof, including, without limitation, accounts, inventory, equipment, instruments, general intangibles, chattel paper, and any after-acquired property to the full extent permitted by law.

2. GRANT OF SECURITY INTEREST; COLLATERAL

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

2.2 Description of Collateral. The Collateral subject to this Agreement is described as follows:

2.3 After-Acquired Property. Unless otherwise limited herein, the security interest shall extend to any property acquired by Grantor after the date of this Agreement that would constitute Collateral as defined above.

3. OBLIGATIONS SECURED

3.1 Secured Obligations. The Obligations secured by this Agreement include all existing and future obligations of Grantor to Secured Party, including but not limited to amounts owing under the principal instruments described here:

3.2 Secured Amount. The security granted by this Agreement shall secure payment and performance of all Obligations, including without limitation any amounts up to and such additional amounts as may be incurred under extensions, renewals or amendments.

4. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants that: (a) it has full power and authority to grant the security interest; (b) the Collateral is owned by Grantor free and clear of any lien, claim or encumbrance except those disclosed in writing to Secured Party; (c) the execution, delivery and performance of this Agreement have been duly authorized; and (d) no consent of any third party is required for the grant or perfection of the security interest except as disclosed to Secured Party in writing.

5. COVENANTS

Grantor covenants to Secured Party that, until the Obligations are paid in full and the security interest is terminated: (a) Grantor will keep the Collateral insured against loss and damage; (b) Grantor will not encumber, sell, assign, lease, or otherwise dispose of the Collateral except in the ordinary course of business with prior written consent of Secured Party; and (c) Grantor will provide Secured Party, upon request, with inventory and accounts listings and other information reasonably requested to perfect or maintain the security interest.

6. DEFAULT; REMEDIES

6.1 Events of Default. The following constitute Events of Default: (a) failure to pay any monetary obligation when due; (b) Grantor's insolvency, receivership or bankruptcy; (c) any representation or warranty by Grantor proving false in any material respect; or (d) material breach of any covenant under this Agreement.

6.2 Remedies. Upon the occurrence of an Event of Default, Secured Party shall have all rights and remedies of a secured party under applicable law, including but not limited to: (a) declaring all Obligations immediately due and payable; (b) taking possession of the Collateral without judicial process where permitted by law; (c) collecting, selling, leasing, or otherwise disposing of the Collateral in commercially reasonable manner; and (d) applying proceeds to the Obligations after payment of reasonable expenses.

6.3 Cure Period. If an Event of Default is a monetary default, Grantor shall have a period of days to cure following written notice unless immediate acceleration is permitted under law.

7. FILING, PERFECTION AND RECORDING

Secured Party may file one or more financing statements, continuation statements, amendments or other instruments as Secured Party deems necessary to perfect and continue the perfection of the security interest in the Collateral. Grantor authorizes Secured Party to take such actions on Grantor's behalf as may be necessary to effect perfection, including signing financing statements naming Grantor as debtor.

Filing jurisdiction for perfection (if required):

8. RELEASE; TERMINATION

Upon payment and performance in full of the Obligations, Secured Party shall, at Grantor's expense if requested, execute and deliver such termination statements, releases and other documents as are reasonably required to evidence release of the security interest.

9. NOTICES

All notices, demands and other communications under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight carrier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party shall designate by notice pursuant to this section.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by Secured Party in exercising any right or remedy will operate as a waiver thereof, and no single or partial exercise of any right or remedy will preclude other or future exercise of that or any other right or remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws rules.

11.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to give effect to the parties' intentions to the fullest extent permitted by law.

11.3 Entire Agreement. This Agreement, together with any schedules and instruments executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12. ADDITIONAL PROVISIONS

12.1 Attorneys' Fees and Expenses. In the event of default, Grantor shall be liable for reasonable attorneys' fees and all costs and expenses incurred by Secured Party in protecting, enforcing or collecting the Obligations or in enforcing any of Secured Party's rights hereunder.

12.2 Remedies Cumulative. All rights and remedies provided herein are cumulative and in addition to any other rights and remedies available at law or in equity.

EXECUTION

The parties have executed this Agreement as of the date first written above.

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