Security Agreement Covering Instruments and Investment Property

Security Agreement Covering Instruments and Investment Property

Security agreement made on this between

, of , hereinafter called Debtor, and

, of , hereinafter called Secured Party.

1. Creation of Security Interest

For value received, Debtor grants to Secured Party a security interest, pursuant to

in the following instruments and investment property (collectively referred to as Collateral): (Describe securities or other instruments included in Collateral)

together with all rights related to Collateral. Such related rights shall include, but not be limited to, any stock rights, rights to subscribe, stock dividends, liquidating dividends, new securities, insurance proceeds, and other property to which Debtor may become entitled by reason of ownership of such instruments and any balance or balances to the credit of any accounts maintained by Debtor with Secured Party.

2. Obligation Secured

Collateral shall secure payment of any and all indebtedness, liabilities and obligations of Debtor to Secured Party, whether absolute or contingent, now existing or later arising, due or to become due, secured or unsecured, or joint or several (collectively, Indebtedness).

3. Delivery of Collateral; Perfection; Perfection of Security Interest

Debtor shall promptly deliver and transfer the above described instruments to Secured Party no later than days after the date of this Agreement. Pending such delivery, Debtor shall hold such instruments in trust for Secured Party, separate and distinct from all other property of Debtor, and free from all liens and claims whatsoever other than the security interest of Secured Party under this Agreement. Debtor shall perform all acts as Secured Party may request so as to maintain a valid security interest for Secured Party in such Collateral to secure the payment of indebtedness.

4. Additions to Collateral

Debtor shall at all times maintain with Secured Party collateral of a character and value satisfactory to Secured Party. If at any time Collateral shall depreciate in value or Secured Party shall deem itself insecure, Debtor shall, immediately on demand by Secured Party, deposit additional collateral or make such payments in reduction of the principal amount of indebtedness as shall be satisfactory to Secured Party.

5. Additions to Indebtedness

All costs and expenses, including reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy conferred by this Agreement shall become a part of Indebtedness and be secured by this Agreement.

6. Rights and Duties of Secured Party Respecting Collateral

Secured Party may collect the principal, interest or dividends on Collateral; keep Collateral insured; and make any presentment, demand, notice of nonperformance, notice of dishonor, or protest or notice of protest in connection with any of Collateral. Secured Party shall be under no duty or obligation to do any of the above acts or to act in any manner in the enforcement and collection of Collateral or the protection of Collateral, other than in the safekeeping of Collateral.

7. Assignment

Secured Party may assign or transfer the whole or any part of its security interest under this Agreement and may transfer as collateral security the whole or any part of Collateral. Any transferee of Collateral shall be vested with all the rights and powers of Secured Party under this Agreement with respect to the Collateral so transferred; subsequently, Secured Party shall be fully discharged from all liability and responsibility with respect to the Collateral.

8. Protection of Collateral; Reimbursement of Secured Party

Debtor shall pay all taxes, charges and assessments against Collateral and do all acts necessary to preserve and maintain the value and collectability of Collateral. On failure of Debtor to do so, Secured Party may make such payments on account of the same as in its discretion seem desirable; and Debtor shall reimburse Secured Party immediately on demand for all such payments, as well as any sums expended by Secured Party in enforcing, collecting and exercising its remedies respecting Collateral.

9. Default

The occurrence of any of the following events shall constitute a default under this Agreement:

A. Failure by Debtor to honor or perform any of the terms and conditions of this Agreement or of any agreement evidencing Indebtedness.

B. Default by Debtor in the payment when due of the principal of any of Indebtedness, any installment of or any interest on such Indebtedness, whether at maturity, by acceleration, or otherwise.

C. The death or dissolution of Debtor.

D. The insolvency of debtor, the making by Debtor of a general assignment for the benefit of creditors, commencement by or against Debtor of any proceeding of any nature under federal bankruptcy laws or under any state insolvency statute, appointment of a receiver of or issuance of a writ or order of attachment or garnishment against any of the property, assets, or income of Debtor or any surety or guarantor of any of indebtedness.

E. Failure by Debtor to perform all acts necessary to preserve and maintain the value and collectability of Collateral, including, but not limited to, the payment of taxes and premiums on insurance on Collateral.

10. Remedies

On any default under this Agreement, at the option of Secured Party and without demand or notice, all or any part of any of indebtedness shall immediately become due and payable irrespective of any agreed maturity. On any such default, Secured Party shall have all of the rights and remedies of a secured party under to

Without limiting any of the foregoing, Secured Party may sell, assign, transfer and deliver the whole of Collateral, any part of Collateral, or any additions to or substitutes for the same, in such order as Secured Party may elect any such sale, assignment, transfer or delivery, may be by public or private sale, at such price or prices, and on such terms and conditions as Secured Party in its sole and absolute discretion may determine. Any sale of Collateral (being of a type customarily sold on a recognized market) may be conducted without demand, advertisement or notice of any kind, all of which are waived by Debtor. Secured Party may apply the remaining proceeds, after deducting all costs of sale in payment or reduction of any of indebtedness in such order as Secured Party in its discretion may determine. Debtor shall pay to Secured Party any deficiency remaining after such application, and any excess proceeds of any such sale shall be paid over by Secured Party to Debtor. At any public sale, Secured Party may, if it is the highest bidder, purchase any or all of Collateral and may apply any unpaid indebtedness on account of or in full satisfaction of the purchase price.

11. Waiver

Debtor waives any right that Debtor may have to require Secured Party to proceed against any other person, to proceed against or exhaust Collateral or any part of Collateral, or to pursue any other remedy that Secured Party may have. Debtor further waives all defenses arising by reason of disability or cessation of liability of any other person. Debtor consents to any and all extensions of time, renewals, waivers or modifications of any of the terms and conditions of any of Indebtedness that may be granted by Secured Party, to release Collateral or any part of Collateral with or without substitution, and to the release, substitution or addition of any parties primarily or secondarily liable on any of Indebtedness. Notice of any of the above is waived by Debtor.

12. Joint and Several Liability

If this Agreement is executed by more than one party as Debtor, all references to Debtor shall mean all or any one or more of them, and the obligations of Debtor under this Agreement shall be joint and several.

13. Term of Agreement

This Agreement is a continuing agreement, and all rights, powers and remedies under this Agreement shall apply to all past, present and future indebtedness of Debtor to Secured Party, notwithstanding the death, dissolution, incapacity or insolvency of Debtor, and shall continue in full force until all of Indebtedness shall have been paid in full. The power of sale and other rights and remedies granted to Secured Party under this Agreement may be exercised even though suit on indebtedness may be barred by any applicable statute of limitations.

14. Effect of Execution by Secured Party

Execution of this Agreement by Secured Party shall not be construed as an agreement or commitment on the part of Secured Party to make any advance or advances to Debtor.

WITNESS our signatures as of the day and date first above stated.