Fill and Sign the Uniform Commercial Code 497333208

AMENDED UNIFORM COMMERCIAL CODE SECURITY AGREEMENT Whereas ___________ , a _____________ corporation (hereinafter called DEBTOR), has guaranteed a Promissory Note in the amount of ___________ ) from three of its shareholders, ___________ , ___________ , and ___________ (hereinafter called SHAREHOLDERS) to ___________ (hereinafer called SECURED PARTY), a corporation organized under the laws of ___________ , located at ___________ , hereinafter called the third party. Whereas, DEBTOR has executed a Guaranty whereby DEBTOR has unconditionally and absolutely guaranteed the due and punctual payment of the Note, the interest thereon, and any other moneys due or which may become due thereon, and the due and punctual performance and observance by said shareholders of all the other terms, covenants and conditions of the Note; NOW, THEREFORE, ___________ ., a _____________ corporation, ___________ , ___________ , __ _____ FOR VALUE RECEIVED, and as additional security for said Guaranty, hereby grants to ___________ , ___________ , ___________ a security interest in the following described property and all additions and accessions thereto (herein collectively called "the Collateral): All of DEBTOR's irrigation equipment, including, but not limited to all engines, pumps, pipes, sprinklers, center pivot systems, control panels, accessories and including, but not limited to the irrigation equipment described in Exhibit B attached hereto, and including all fixtures and appurtenances now owned or hereafter acquired by DEBTOR or affixed to, placed or installed on the real estate described in Exhibit A (hereinafter called "Real Estate"), and any and all additions, accessions, replacements and substitutions thereto or therefore, documents and general intangibles related thereto, and all proceeds thereof including all insurance proceeds, together with all water and watering rights of every kind and description. This security interest is given to secure the payment of any and all indebtednesses and liabilities whatsoever of the SHAREHOLDERS AND/OR DEBTOR to the SECURED PARTY, whether direct or indirect, absolute or contingent, or due or to become due, and whether now existing or hereafter arising, and together with all costs, attorney's fees, and expenses of SECURED PARTY in respect to the indebtedness or the Collateral (all herein collectively called the "Obligations,") which current indebtedness is in the amount of $ ___________ and is evidenced by Note of even date herewith and guaranteed by a Guaranty of even date from DEBTOR, and this security interest is further given to secure the necessary enforcement of the Note, Deed of Trust, Guaranty, of even date herewith, and this Security Agreement and certain other related loan documents, including any change or addition thereto. The DEBTOR hereby warrants, covenants and agrees for value received as follows: 1. That except for the security interest granted hereby, DEBTOR is the sole owner of the Collateral, free from any other lien, encumbrance or security interest and that DEBTOR will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein. That except for the liens and encumbrances which may exist in favor of SECURED PARTY, DEBTOR is the sole owner of the Real Estate, free from any other lien, encumbrance or security interest. 2. The Collateral is used primarily in farming operations and will be kept on the Real Estate described in Exhibit A unless otherwise stated herein, and shall not be moved unless written consent is first obtained from the SECURED PARTY. 3. DEBTOR shall immediately give SECURED PARTY notice in writing of any change in its address from that shown in this Agreement. 4. That if any or all of the Collateral has been or is to be attached to real estate other than the Real Estate described on Exhibit A, DEBTOR shall furnish SECURED PARTY with a disclaimer signed by all persons having an interest in such real estate, disclaiming any interest in the Collateral prior or otherwise superior to the interest of the SECURED PARTY. 5. That if any or all of the Collateral is crops growing or to be grown on real estate other than the Real Estate described on Exhibit A, DEBTOR shall furnish SECURED PARTY with a disclaimer signed by such record owners and such other persons having an interest in said real estate disclaiming any interest in the Collateral prior or otherwise superior to the interest of SECURED PARTY. 6. That DEBTOR is the owner of the Collateral free and clear of any lien, security interest or encumbrance, except those which may have been previously filed by or on behalf of SECURED PARTY of any nature, and that no financing statement covering said Collateral or any proceeds thereof is on file in any public office other than in favor of SECURED PARTY; that at the request of SECURED PARTY, DEBTOR will join with SECURED PARTY in executing one or more financing statements pursuant to the _______________ Uniform Commercial Code in form satisfactory to SECURED PARTY and will pay the cost of fling the same in all public offices whenever fling is deemed by SECURED PARTY to be necessary or desirable. 7. That DEBTOR will not sell or otherwise transfer the Collateral or any interest therein and will not permit any other lien or security interest to be attached thereto without the written consent of SECURED PARTY except as indicated in paragraph 11 below relating to farm products. 8. That DEBTOR shall keep the Collateral insured with a reputable insurance company satisfactory to SECURED PARTY against physical damage for no less than the insurable value. Insurance policies shall be payable to SECURED PARTY as its interest may appear. SECURED PARTY may cancel the insurance at any time and receive the return premium, if any. If DEBTOR fails to procure insurance, SECURED PARTY has the option, but is not obligated to do so at DEBTOR's expense. 9. That DEBTOR shall promptly pay when due all taxes and assessments that may be levied against the Collateral. If DEBTOR fails to do so, SECURED PARTY has the option, but is not obligated, to make payment at DEBTOR's expense. 10. SECURED PARTY has the option, but is not obligated, to pay and discharge other liens, encumbrances or security interests upon the Collateral, and costs of maintenance, repair and preservation of the Collateral, and any such payment shall be added to the Obligations described above. 11. If Collateral are farm products, DEBTOR indicates and warrants that it will provide SECURED PARTY with full mailing addresses, to whom the DEBTOR desires to sell, or otherwise dispose of the products described herein as Collateral: DEBTOR warrants that the above list of persons and addresses will be complete, current and accurate. DEBTOR understands, agrees and acknowledges that it shall not sell or otherwise dispose of said Collateral to any person not listed above unless DEBTOR notifies SECURED PARTY of such person at least seven (7) days prior to sale. DEBTOR agrees that such notification will be in writing and include the complete address of proposed purchaser. Further, DEBTOR agrees and warrants that it will not sell, assign, or transfer said Collateral unless SECURED PARTY is named as an additional payee on the check or other commercial paper issued by any person purchasing or receiving said Collateral. 12. In case any of the following events shall happen or occur, DEBTOR shall be in default: (a) Failure or neglect of DEBTOR or SHAREHOLDERS to comply with any of the terms, provisions, warranties or covenants of the Note, this Security Agreement, the Deed of Trust, Guaranty, or any related loan document; or (b) Failure by SHAREHOLDERS or DEBTOR to pay any of the Obligations when due at any original or renewed or extended maturity; or (c) If the Collateral or any part thereof ceases to be personal property; or (d) Any warranty, representation or statement made or furnished to SECURED PARTY by or on behalf of DEBTOR or SHAREHOLDERS shall be or prove to have been false when made or furnished; or (e) Any loss, theft, substantial damage, destruction, or encumbrance to or of any of the Collateral or the voluntary or involuntary transfer of any of the Collateral by way of sale, creation of a security interest, attachment, levy, garnishment or other judicial process; or (f) Death of SHAREHOLDERS or the dissolution, termination of existence of DEBTOR, or the commencement of any proceeding under any insolvency laws or laws for the relief of debtors, by or against, DEBTOR, SHAREHOLDERS, or the appointment of a receiver, trustee, court appointee, or otherwise, for any part of the property of DEBTOR or SHAREHOLDERS; or (g) The good faith determination at any time by SECURED PARTY that the prospect of its receiving any payment on any Obligation secured hereby, that the performance of any of the terms of this Agreement, or that the possibility of resorting to the Collateral for the purpose of satisfying any Obligation, is impaired. 13. Upon any default and at any time or from time to time thereafter, the SECURED PARTY may, at its option and without notice or demand, declare any one or more or all of the Obligations immediately due and able, notwithstanding any provisions in any agreement thereof to the contrary, and shall have all of the rights and remedies of a SECURED PARTY under the _____________ Uniform Commercial Code, and all other rights permitted by law, as well as the right, with or without judicial process, to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same there from, and may hold, maintain, repair, serve and prepare the Collateral for sale, and may without removal render the Collateral nonusable, and may dispose of the Collateral wherever situated, and unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the SECURED PARTY will give the DEBTOR able notice of the time and place of any public sale thereof or of the time after which intended disposition is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the DEBTOR at the address given herein, or the address given pursuant to paragraph 3 above, at least five days before the time of sale or other disposition. Upon default, or at anytime thereafter, the DEBTOR agrees to pay to SECURED PARTY all reasonable expenses of retaking, holding, preparing for sale, selling or the like shall include SECURED PARTY's reasonable attorney's fees, court costs and other legal expenses. DEBTOR will execute and deliver to SECURED PARTY any and all forms, documents, certificates and registrations as may be necessary or appropriate to enable SECURED PARTY to sell and deliver good and clear title to the Collateral to the buyer at the sale as herein provided. SECURED PARTY shall have the absolute right to elect to sell the as a unit with, and not separately from, the Real Estate described in Exhibit A. The remedies of the SECURED PARTY hereunder are cumulative and the exercise of any one or more of the remedies provided for under the _____________ Uniform Commercial Code or otherwise, shall not be construed as a waiver of any of the other remedies of SECURED PARTY so long as any part of the Obligations remains unsatisfied. 14. The SECURED PARTY may be the buyer at any public sale, and if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, the SECURED PARTY may buy at private sale. 15. DEBTOR also agrees that after any default, it shall promptly comply with any demand by the SECURED PARTY to assemble the Collateral and make it available to the SECURED PARTY at a place reasonably convenient to both parties. 16. All rights of the SECURED PARTY in, to and under this Agreement and in and to the Collateral shall pass to, and may be exercised by, any assignee thereof The DEBTOR agrees that if the SECURED PARTY gives notice to the DEBTOR of an assignment of said rights, upon such notice the liability of the DEBTOR to the assignee shall be immediate and absolute. The DEBTOR will not set up any claim against the SECURED PARTY as a defense, counterclaim or set-off to any action brought by any such assignee for the unpaid balance owed hereunder or for possession of the Collateral, provided that DEBTOR shall not waive hereby any right of action to the extent that waiver thereof is expressly made unenforceable under applicable law. 17. No default shall be waived by SECURED PARTY except in writing, and no waiver of any default shall operate as a waiver of any other default or of the same default on a future occasion. All rights of SECURED PARTY hereunder shall be cumulative and shall inure to the benefit of itself its successors and assigns; and all obligations of DEBTOR shall bind DEBTOR's legal representatives and successors. 18. If there is more than one DEBTOR, all undertakings, warranties and covenants made by the DEBTOR and all rights, powers and authorities given to or conferred on the SECURED PARTY shall be joint and several. 19. That any amounts paid by SECURED PARTY pursuant to paragraphs 8, 9, 10 and 13 above shall become additional obligations secured by this security agreement, and shall bear interest at the rate set forth in said Note from the dates of any such advances until repaid. 20. The terms and provisions contained herein shall, unless the context otherwise requires, have the meanings and be construed as provided in the Uniform Commercial Code of the State of _____________ . 21. Without limitation of the foregoing, this Agreement shall be governed by, and construed in accordance with, the laws of the State of _______________ . 22. The word "SHAREHOLDERS" or "SHAREHOLDER" as used herein shall include ___________ , ___________ , and/or ___________ , jointly, severally, or any two of them. 23. This Security amends that certain Uniform Commercial Code Security Agreement dated __________ __ , 2 ___ , securing the principal amount of $ ___________ from ___________ , Inc., to ___________ . 24. The undersigned does hereby ratify, confirm, restate, approve, adopt, and incorporate herein by reference the following described UCC-1 Financing Statements covering the Collateral without the necessity of any further fling: a) UCC-l Financing Statement No. _____ from DEBTOR to SECURED PARTY on fle and of record with the Chancery Clerk of ___________ County, _____ . b) UCC-1 Financing Statement No. _______ from DEBTOR to SECURED PARTY on file and of record with the Secretary of the State of ___________ . IN WITNESS WHEREOF, SECURED PARTY has hereunto subscribed its name, as of the ___________ day of ___________ , ___________ . ___________ . a ____________ Corporation By: ___________ President ATTEST: SEAL By: ___________ Secretary/Treasurer STATE OF __________________ COUNTY OF ___________ I, the undersigned, a notary public in and for the said County in the State aforesaid do hereby certify that ___________ , personally known to me to be the President of ___________ , a _______________ corporation, and ___________ , personally known to me to be the Secretary/Treasurer of said Corporation, whose names are subscribed to the foregoing Instrument appeared before me this day in person and severally acknowledged that as such President and Secretary/Treasurer, they signed and delivered the said Instrument of writing as President and Secretary/Treasurer of said Corporation, and caused the seal of said Corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said Corporation as their free and voluntary act, and as the free and voluntary act and deed of said Corporation for the uses and purposes therein set forth. Given under my hand and notarial seal, this ___________ day of ___________ , ___________ . NOTARY PUBLIC My commission expires: