Legal Secured Sample Agreement

LEGAL SECURED SAMPLE AGREEMENT

This Legal Secured Sample Agreement ("Agreement") is made effective as of by and between Secured Party: , with principal address , entity type ; and Debtor: , with principal address , entity type .

RECITALS

WHEREAS, Debtor acknowledges that Debtor is indebted to Secured Party in the principal amount of (the "Obligations"), together with interest, fees and other amounts as provided herein; and

WHEREAS, to secure the prompt payment and performance of the Obligations, Debtor desires to grant to Secured Party, and Secured Party desires to obtain, a continuing security interest in certain personal property and other rights described below; and

WHEREAS, the parties intend that Secured Party shall have all rights and remedies of a secured party under applicable law and this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 "Collateral" means all personal property and interests described in the Collateral Description, whether now owned or hereafter acquired, including but not limited to accounts, chattel paper, inventory, equipment, instruments, deposit accounts, general intangibles, payment intangibles, supporting obligations, and proceeds of any of the foregoing.

1.2 "Obligations" means all indebtedness, liabilities and obligations of Debtor to Secured Party, whether absolute or contingent, now existing or hereafter arising, direct or indirect, primary or secondary, including principal, interest, fees, expenses, attorneys' fees, costs of collection, and other sums provided for in this Agreement or in any other agreement between the parties.

2. GRANT OF SECURITY INTEREST

2.1 Grant. Debtor hereby grants to Secured Party a continuing security interest in, lien on and right of setoff against the Collateral to secure the prompt payment and performance in full of the Obligations. The security interest granted by Debtor is a first priority security interest to the fullest extent permitted by law unless otherwise agreed in writing.

2.2 Collateral Description. The Collateral consists of the following described property and all proceeds and products thereof:

3. OBLIGATIONS; PAYMENT

3.1 Payment Terms. Debtor shall pay all amounts owing under the Obligations in accordance with the terms of any promissory note, credit agreement, invoice, or other instrument described as evidence of the Obligations. All payments shall be applied to principal, interest, fees and costs in such order as Secured Party determines, consistent with applicable law.

3.2 Other Sums. Debtor shall reimburse Secured Party for all reasonable costs and expenses (including attorneys' fees and expenses) incurred by Secured Party in enforcing its rights under this Agreement or with respect to the Collateral.

4. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party that: (a) Debtor is duly organized, validly existing and in good standing under applicable law and has full power and authority to execute and deliver this Agreement and to grant the security interest described herein; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or organizational action; (c) the Collateral is, to Debtor's knowledge, free and clear of any security interests, liens or encumbrances other than those created by this Agreement; and (d) upon filing of any financing statements or taking possession where permitted by law, Secured Party will have a valid and enforceable security interest in the Collateral to secure the Obligations.

5. COVENANTS

5.1 Preservation of Collateral. Debtor shall at all times keep the Collateral in good working order and condition, shall not remove, sell, transfer, lease or otherwise dispose of the Collateral except in the ordinary course of business, and shall promptly notify Secured Party of any material adverse change in the Collateral or Debtor's business.

5.2 Insurance. Debtor shall maintain insurance on the Collateral against loss or damage with financially sound and reputable insurers and shall name Secured Party as loss payee or additional insured to the extent reasonable and customary for the nature of the Collateral.

6. PERFECTION; FILING; OTHER ACTIONS

6.1 Filing and Perfection. Debtor authorizes Secured Party to file such financing statements, continuation statements, amendments, assignments and other instruments and to take such other action as Secured Party may reasonably request to perfect and maintain the security interest created by this Agreement, including filings in any jurisdictions where Debtor has assets or a chief executive office.

6.2 Further Assurances. Debtor shall execute and deliver to Secured Party such further instruments and documents and take such further actions as Secured Party may reasonably request to effect, preserve or protect the rights and remedies of Secured Party hereunder.

7. DEFAULT; REMEDIES

7.1 Events of Default. The occurrence of any of the following shall constitute an Event of Default: (a) failure by Debtor to pay any amount due when due; (b) breach by Debtor of any representation, warranty or covenant contained in this Agreement; (c) insolvency, bankruptcy, commencement of any proceeding by or against Debtor under any bankruptcy or insolvency law; or (d) assignment for the benefit of creditors or appointment of a receiver for Debtor or any material portion of its assets.

7.2 Secured Party Remedies. Upon or after the occurrence of an Event of Default, Secured Party may, to the fullest extent permitted by applicable law and in addition to all other rights and remedies, declare all Obligations immediately due and payable, take possession of the Collateral, enter Debtor's premises to remove Collateral, sell, lease or otherwise dispose of the Collateral and apply proceeds to the Obligations, and exercise any other right permitted by law or this Agreement. Secured Party may pursue any remedy available at law or in equity.

8. APPLICATION OF PROCEEDS; SETOFF

8.1 Application of Proceeds. Proceeds from any disposition of the Collateral shall be applied as permitted by applicable law: first to the reasonable costs of collection, repossession, realization and sale (including attorneys' fees), then to accrued interest, then to principal, and thereafter as otherwise agreed or required by law. Secured Party may sell Collateral at public or private sale without notice beyond what is required by law.

8.2 Setoff. To the extent permitted by law, Secured Party may set off and apply against any Obligations any and all deposits, balances or other amounts at any time held or owing by Secured Party to or for the credit or account of Debtor.

9. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given upon personal delivery, upon confirmed electronic transmission to an authorized recipient, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the party at the address set forth below or to such other address as such party may from time to time designate by written notice to the other party.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, together with any promissory notes, security agreements and other documents 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, understandings and arrangements, whether written or oral.

11.2 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No delay or omission by Secured Party in exercising any right shall operate as a waiver of such right.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

11.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery by electronic signature or facsimile shall have the same force and effect as an original signature.

11.5 Assignment; Successors. Secured Party may assign its rights and obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12. CONFIDENTIALITY

Each party shall keep confidential the terms of this Agreement and any non-public information exchanged in connection herewith, except as required by law, regulation, subpoena, or to enforce rights under this Agreement. Disclosure to affiliates, professional advisors or potential purchasers of rights in the Collateral is permitted provided such recipients agree to confidentiality obligations consistent with this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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