Legal Security Document

LEGAL SECURITY DOCUMENT

This Security Agreement (the "Agreement") is made as of by and between Grantor Name: and Secured Party Name: . Grantor and Secured Party are sometimes individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Grantor is indebted to Secured Party under a certain obligation described as:

WHEREAS, to secure payment and performance of all Obligations (defined below), Grantor will grant to Secured Party a security interest in certain collateral as set forth in this Agreement; and

WHEREAS, Secured Party is willing to accept and perfect such security interest on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and other valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Obligations" means all present and future debts, liabilities, obligations, and covenants of Grantor to Secured Party, whether direct or indirect, absolute or contingent, due or to become due, including principal, interest, fees, expenses, and indemnities arising under or in connection with the instrument or agreement described as:

1.2 "Collateral" means all assets, property, and rights of Grantor described in Section 4 and any proceeds, products, increases, substitutions, accessions, and replacements thereof.

2. GRANT OF SECURITY INTEREST

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

2.2 Scope. The security interest granted under this Agreement secures all Obligations whether now existing or arising in the future, and whether incurred directly by Grantor or assumed by Grantor for another.

3. OBLIGATIONS SECURED

3.1 Secured Obligations. The security interest secures: (a) payment of principal, interest, fees, costs, and expenses; (b) performance of covenants and agreements under the Obligation documents; and (c) reimbursement of Secured Party for all advances, costs, and other amounts paid or incurred to preserve or enforce the Collateral or Secured Party's rights hereunder.

4. COLLATERAL

4.1 Description. The Collateral includes, without limitation, all of Grantor's right, title and interest in and to the following property, whether now owned or hereafter acquired:

4.2 Exclusions. The following property is expressly excluded from the Collateral:

4.3 Proceeds and After-Acquired Property. The Collateral includes all proceeds of the Collateral and after-acquired property to the fullest extent permitted by applicable law. Grantor acknowledges that the security interest attaches to after-acquired property immediately upon acquisition.

5. PERFECTION; FILING

5.1 Actions to Perfect. Grantor shall execute and deliver to Secured Party such financing statements, registrations, or other documents, and take such actions as Secured Party reasonably requests to perfect and continue the perfection of the security interest in the Collateral.

5.2 Filing. Secured Party is authorized, in its sole discretion, to file one or more financing statements or other notices without Grantor's signature where permitted by law. Grantor agrees to promptly provide any information necessary to prepare a financing statement, including Grantor's taxpayer identification number and state of organization.

6. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Secured Party that: (a) Grantor has full power and authority to grant the security interest and to perform its obligations under this Agreement; (b) the Collateral is and will be free and clear of any lien, security interest, or encumbrance other than Permitted Encumbrances; (c) no authorization, consent, or approval of any third party is required to grant this security interest except as disclosed below:

7. COVENANTS

Grantor covenants and agrees that, until all Obligations are satisfied in full, Grantor will: (a) maintain and preserve the Collateral; (b) keep accurate books and records; (c) not create, incur, or suffer to exist any lien on the Collateral other than Permitted Encumbrances; and (d) maintain insurance on the Collateral in amounts reasonably satisfactory to Secured Party.

8. DEFAULT; REMEDIES

8.1 Events of Default. The following shall constitute an Event of Default: (a) failure to pay any Obligation when due; (b) breach of any representation, warranty, or covenant; (c) insolvency, bankruptcy, or appointment of a receiver for Grantor; or (d) any material adverse change in Grantor's financial condition.

8.2 Remedies. Upon the occurrence of an Event of Default, Secured Party may, without notice or demand to the extent permitted by applicable law: (a) exercise all rights and remedies of a secured party under applicable law; (b) take possession of and dispose of the Collateral; (c) collect, receive, and enforce any rights in the Collateral; and (d) apply proceeds in accordance with Section 10. Secured Party may pursue any one or more of such remedies, and the exercise of any remedy shall not be deemed an election of remedies.

9. APPLICATION OF PROCEEDS

9.1 Allocation. Proceeds from enforcement of the Collateral shall be applied in the following order: (a) costs and expenses of enforcement, including attorneys' fees; (b) to payment of interest; (c) to payment of principal; and (d) to any other Obligations, in each case until all Obligations are paid in full. Any surplus shall be returned to Grantor, subject to applicable law.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), by nationally recognized overnight courier, or by other means mutually agreed by the Parties, in each case to the addresses set forth above or such other addresses as a Party may designate by notice to the other.

11. AMENDMENTS; WAIVER

No amendment, modification, 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 failure or delay by Secured Party in exercising any right shall operate as a waiver thereof, and a waiver on one occasion shall not be construed as a waiver of any subsequent default.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any 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 communications, whether written or oral.

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the Parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid provision that achieves, to the extent possible, the original intent of the Parties.

14. 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. Delivery of an executed signature page by electronic transmission shall be effective as delivery of an original executed counterpart.

15. MISCELLANEOUS

15.1 Remedies Cumulative. The rights and remedies provided in this Agreement are cumulative and are in addition to all other rights and remedies available at law or in equity.

15.2 Assignments. Secured Party may assign its rights and delegate its obligations under this Agreement. Grantor may not assign its rights or obligations without Secured Party's prior written consent, which shall not be unreasonably withheld.

15.3 Fees and Expenses. Grantor shall pay all reasonable costs and expenses (including attorneys' fees) incurred by Secured Party in connection with the enforcement of this Agreement or the rights of Secured Party hereunder.

Sign Now