COLLATERAL ASSIGNMENT AGREEMENT

Effective Date: [__/__/____]

Agreement Number: [________________________________]

RECITALS

WHEREAS, the Assignor (as identified below) has entered into or is about to enter into a credit facility or other obligation with the Assignee/Secured Party (as identified below); and

WHEREAS, as a condition to the extension of credit or other financial accommodation, the Assignee/Secured Party requires a security interest in certain collateral owned or held by the Assignor; and

WHEREAS, the Assignor desires to grant such security interest to the Assignee/Secured Party to secure the prompt and complete payment and performance of all obligations arising under or in connection with the Loan Documents (as defined herein);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I — PARTIES AND DEFINITIONS

Section 1.1 — Parties

Assignor/Debtor:

Assignee/Secured Party:

Section 1.2 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement or, if not defined therein, in the Uniform Commercial Code as adopted in the Governing Law State.

(a) "Account Debtor" means any person obligated on an Account, Chattel Paper, or General Intangible assigned as Collateral hereunder.

(b) "Collateral" means all of the property described in Article II and Exhibit A, together with all Proceeds and products thereof and all accessions, additions, attachments, improvements, and substitutions thereto.

(c) "Default" means any Event of Default as defined in Article VII.

(d) "Financing Statement" means a UCC-1 Financing Statement (or any amendment, continuation, or termination thereof) filed pursuant to UCC Article 9.

(e) "Guaranteed Obligations" means all present and future obligations of Assignor to Assignee/Secured Party, including principal, interest, fees, costs, expenses, and attorneys' fees arising under or in connection with the Loan Documents.

(f) "Loan Agreement" means that certain [________________________________] dated [__/__/____], by and between Assignor and Assignee/Secured Party, as amended, restated, supplemented, or otherwise modified from time to time.

(g) "Loan Documents" means the Loan Agreement, this Agreement, any promissory notes, and all other instruments, agreements, certificates, and documents executed in connection therewith.

(h) "Permitted Liens" means the liens and encumbrances described in Schedule 1.2 attached hereto.

(i) "Proceeds" has the meaning given in UCC § 9-102(a)(64) and includes whatever is acquired upon the sale, lease, license, exchange, or other disposition of Collateral, including insurance payable by reason of loss or damage, and any claim arising out of the loss, nonconformity, or interference with the use of, or defects in, Collateral.

(j) "UCC" means the Uniform Commercial Code as in effect from time to time in the Governing Law State.

ARTICLE II — GRANT OF SECURITY INTEREST AND COLLATERAL DESCRIPTION

Section 2.1 — Grant of Security Interest

To secure the prompt and complete payment and performance of all Guaranteed Obligations, Assignor hereby assigns, pledges, transfers, and grants to Assignee/Secured Party a continuing first-priority security interest in and lien upon all of Assignor's right, title, and interest in and to the following categories of Collateral (check all that apply):

☐ Accounts — All accounts, accounts receivable, and rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered or to be rendered

☐ Chattel Paper — All chattel paper, whether tangible or electronic

☐ Commercial Tort Claims — All commercial tort claims described in Exhibit A

☐ Deposit Accounts — All deposit accounts maintained at [________________________________]

☐ Documents — All documents of title, including bills of lading and warehouse receipts

☐ Equipment — All equipment, machinery, furniture, fixtures, vehicles, tools, and other tangible personal property

☐ General Intangibles — All general intangibles, including payment intangibles, software, intellectual property, licenses, permits, and contract rights

☐ Goods — All goods, including inventory, equipment, farm products, and consumer goods

☐ Instruments — All instruments, including promissory notes, drafts, and certificates of deposit

☐ Inventory — All inventory, including raw materials, work-in-process, finished goods, and goods held for sale or lease

☐ Investment Property — All investment property, including securities, security entitlements, securities accounts, commodity contracts, and commodity accounts

☐ Letter-of-Credit Rights — All letter-of-credit rights

☐ Life Insurance Policies — All life insurance policies and proceeds described in Exhibit B (Key Person / Collateral Assignment of Life Insurance)

☐ Contracts and Contract Rights — All rights under the contracts described in Exhibit C

☐ Proceeds and Products — All proceeds (as defined in UCC § 9-102(a)(64)) and products of any and all of the foregoing Collateral

☐ Supporting Obligations — All supporting obligations relating to any of the foregoing Collateral

☐ Other — [________________________________]

Section 2.2 — After-Acquired Property

The security interest granted herein shall attach to all Collateral now owned or hereafter acquired by Assignor and to all Proceeds thereof, whether existing on or arising after the date hereof (except to the extent that attachment to after-acquired collateral is limited by applicable law, including UCC § 9-204(b) regarding consumer goods).

Section 2.3 — Collateral Description Specificity

The Collateral is further described in Exhibit A (Detailed Collateral Description) attached hereto and incorporated by reference. To the extent required by UCC § 9-108, the description of Collateral must reasonably identify the property, and supergeneric descriptions (such as "all assets" or "all personal property") are not sufficient in a security agreement, though they may be used in a financing statement.

ARTICLE III — COLLATERAL ASSIGNMENT OF LIFE INSURANCE (IF APPLICABLE)

Section 3.1 — Assignment of Life Insurance Policy

If Life Insurance Policies are checked in Section 2.1 above, Assignor hereby assigns, transfers, and sets over to Assignee/Secured Party, as collateral security, the following rights in the life insurance policy or policies described in Exhibit B:

Section 3.2 — Rights Assigned

Subject to the terms hereof, the following rights under the Policy are assigned to the Assignee/Secured Party:

(a) The sole right to collect from the insurer the net proceeds of the Policy when it becomes a claim by death or maturity;

(b) The sole right to surrender the Policy and receive the surrender value thereof at any time following an Event of Default;

(c) The sole right to obtain one or more loans or advances on the Policy from the insurer at any time following an Event of Default;

(d) The right to exercise all nonforfeiture rights permitted by the Policy and to receive all benefits thereunder following an Event of Default; and

(e) The right to receive all dividends, distributions, and interest payable under the Policy, subject to Assignor's right to receive such amounts prior to an Event of Default.

Section 3.3 — Rights Reserved by Assignor

Assignor reserves the following rights, exercisable without the consent of Assignee/Secured Party, provided no Event of Default has occurred and is continuing:

(a) The right to change the beneficiary designation (subject to this assignment);

(b) The right to collect dividends and distributions; and

(c) The right to exercise any other ownership right not specifically assigned herein, provided such exercise does not diminish the value of the Collateral.

Section 3.4 — Insurer Notification

Assignor shall deliver or cause to be delivered to the insurance company a fully executed copy of this Agreement and any required assignment forms (e.g., ABA/ABIA Collateral Assignment Form) and shall request that the insurer record this assignment on its records. The insurer's acknowledgment of this assignment shall be obtained and delivered to Assignee/Secured Party within [____] days of execution.

ARTICLE IV — PERFECTION OF SECURITY INTEREST

Section 4.1 — Authorization to File Financing Statements

Assignor hereby irrevocably authorizes Assignee/Secured Party to file one or more UCC Financing Statements (Form UCC-1) and amendments thereto (Form UCC-3) in all jurisdictions and filing offices that Assignee/Secured Party deems necessary or desirable to perfect, maintain, and continue the security interest granted herein, without the signature of Assignor to the extent permitted by UCC § 9-509.

Section 4.2 — Filing Offices and Requirements

The initial Financing Statement shall be filed in the following office(s):

☐ Secretary of State of the state of Assignor's location (as determined under UCC § 9-307):

☐ County Recorder / Register of Deeds (required for fixtures and timber to be cut — UCC § 9-501(a)(1)):

Filing County: [________________________________]

☐ Other Filing Office (as required by applicable law): [________________________________]

Section 4.3 — Perfection by Collateral Type

The parties acknowledge that perfection requirements vary by collateral type under UCC Article 9:

Section 4.4 — Deposit Account Control Agreement

If Deposit Accounts are part of the Collateral, Assignor shall execute and deliver a Deposit Account Control Agreement (DACA) in form and substance satisfactory to Assignee/Secured Party with each depository bank where such accounts are maintained, as required by UCC § 9-104 for perfection.

Section 4.5 — Continuation and Maintenance

Assignee/Secured Party shall file continuation statements (UCC-3) within the six-month window preceding the five-year expiration of each financing statement, as required by UCC § 9-515. Assignor shall cooperate in all respects with such filings and shall promptly notify Assignee/Secured Party of any change in Assignor's name, identity, organizational structure, or jurisdiction of organization that could affect the effectiveness of the financing statement.

Section 4.6 — Additional Perfection Steps

Assignor shall take all additional steps reasonably requested by Assignee/Secured Party to perfect, protect, and maintain the security interest, including:

(a) Delivering possession of certificated securities, instruments, and tangible chattel paper;

(b) Executing control agreements for deposit accounts, electronic chattel paper, investment property, and letter-of-credit rights;

(c) Providing required insurance assignments to insurance companies;

(d) Filing or recording assignments in applicable government offices (e.g., USPTO for patents/trademarks, U.S. Copyright Office for copyrights);

(e) Marking books and records to reflect the security interest; and

(f) Providing landlord waivers or bailee letters where Collateral is located on leased premises or in the possession of third parties.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Assignor's Representations and Warranties

Assignor represents and warrants to Assignee/Secured Party as of the date hereof and as of each date on which Collateral is added:

(a) Title and Ownership. Assignor is the sole legal and beneficial owner of the Collateral, free and clear of all liens, security interests, encumbrances, and claims except for Permitted Liens.

(b) Authority. Assignor has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement and to grant the security interest herein. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, or other organizational action.

(c) Enforceability. This Agreement constitutes a legal, valid, and binding obligation of Assignor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.

(d) No Conflicts. The execution, delivery, and performance of this Agreement do not violate or conflict with (i) Assignor's organizational documents, (ii) any law, regulation, or order applicable to Assignor, or (iii) any material agreement or instrument to which Assignor is a party.

(e) Location of Collateral. All tangible Collateral is located at the address(es) set forth in Schedule 5.1(e), and Assignor will not remove such Collateral from those locations without prior written consent of Assignee/Secured Party.

(f) Organizational Information. The information provided in Section 1.1 regarding Assignor's legal name, state of organization, and organizational identification number is true, correct, and complete. Assignor's exact legal name as set forth herein is the name that appears on its most recent public organic record (as defined in UCC § 9-102(a)(68)).

(g) No Prior Assignment. The Collateral has not been previously assigned, pledged, or encumbered except for Permitted Liens disclosed herein, and no effective financing statement or other filing covering the Collateral (or any portion thereof) exists in any filing office, except as set forth on Schedule 5.1(g).

(h) Validity of Accounts. If Accounts are part of the Collateral, each Account represents a bona fide transaction arising in the ordinary course of Assignor's business, is valid and enforceable against the Account Debtor, and is not subject to any set-off, counterclaim, defense, or dispute.

(i) Insurance Policies. If Life Insurance Policies are part of the Collateral, each policy is in full force and effect, all premiums due have been paid, and the insurer has not notified Assignor of any ground for cancellation, termination, or lapse.

(j) No Bankruptcy. No proceeding under Title 11 of the United States Code or any similar state insolvency law has been commenced by or against Assignor, and Assignor is not insolvent or unable to pay its debts as they become due.

ARTICLE VI — COVENANTS OF ASSIGNOR

Section 6.1 — Affirmative Covenants

Assignor covenants and agrees that, so long as any Guaranteed Obligations remain outstanding:

☐ (a) Maintenance of Collateral. Assignor shall maintain and preserve the Collateral in good condition and repair, ordinary wear and tear excepted, and shall not use the Collateral in violation of applicable law or any policy of insurance.

☐ (b) Insurance. Assignor shall maintain casualty, liability, and other insurance on the Collateral in amounts and with carriers satisfactory to Assignee/Secured Party, with Assignee/Secured Party named as loss payee or additional insured as appropriate.

☐ (c) Payment of Taxes. Assignor shall pay and discharge all taxes, assessments, and governmental charges upon the Collateral before any penalty or interest accrues.

☐ (d) Records and Inspection. Assignor shall maintain complete and accurate books and records relating to the Collateral and shall permit Assignee/Secured Party (and its agents) to inspect, audit, and copy such records at reasonable times upon reasonable notice.

☐ (e) Notices. Assignor shall promptly notify Assignee/Secured Party in writing of:
- Any material loss, damage, or depreciation of Collateral;
- Any change in Assignor's legal name, identity, state of organization, or organizational structure;
- Any change in the location of tangible Collateral;
- Any claim, action, or proceeding affecting the Collateral;
- Any default or event that, with the giving of notice or lapse of time, would constitute a Default.

☐ (f) Compliance with Laws. Assignor shall comply with all applicable laws, regulations, and orders affecting the Collateral.

☐ (g) Further Assurances. Assignor shall execute and deliver such additional documents and take such further actions as Assignee/Secured Party may reasonably request to carry out the purposes of this Agreement.

☐ (h) Insurance Premium Payments. If Life Insurance Policies are part of the Collateral, Assignor shall pay all premiums and assessments on such policies when due and shall provide evidence of payment to Assignee/Secured Party.

Section 6.2 — Negative Covenants

Assignor covenants and agrees that, so long as any Guaranteed Obligations remain outstanding, Assignor shall not, without the prior written consent of Assignee/Secured Party:

(a) Sell, lease, transfer, assign, or otherwise dispose of any Collateral (except inventory sold in the ordinary course of business);

(b) Grant or permit any lien, security interest, or encumbrance on any Collateral except Permitted Liens;

(c) Change Assignor's legal name, identity, state of organization, organizational structure, or organizational identification number;

(d) Move tangible Collateral from its current location;

(e) Commingle Collateral with the property of any other person;

(f) Permit any Account Debtor to compromise, settle, or adjust any Account for less than the full amount thereof;

(g) Amend, modify, cancel, surrender, or borrow against any Life Insurance Policy assigned as Collateral; or

(h) Take any action that would impair the value of the Collateral or the security interest of Assignee/Secured Party therein.

ARTICLE VII — EVENTS OF DEFAULT

Section 7.1 — Events of Default

Each of the following shall constitute an "Event of Default" under this Agreement:

(a) Payment Default. Assignor fails to pay any Guaranteed Obligation when due, whether at stated maturity, upon acceleration, by demand, or otherwise, and such failure continues for [____] days after written notice;

(b) Breach of Representation. Any representation or warranty made by Assignor herein or in any Loan Document proves to have been materially false or misleading when made;

(c) Breach of Covenant. Assignor breaches any covenant or agreement contained herein and such breach (if curable) is not cured within [____] days after notice from Assignee/Secured Party;

(d) Cross-Default. An Event of Default occurs under the Loan Agreement or any other Loan Document;

(e) Bankruptcy / Insolvency.
- Assignor commences a voluntary proceeding under any bankruptcy, insolvency, or similar law;
- An involuntary proceeding is commenced against Assignor and is not dismissed within sixty (60) days;
- A receiver, trustee, or custodian is appointed for Assignor or any substantial part of its property;
- Assignor makes a general assignment for the benefit of creditors;
- Assignor becomes unable to pay its debts as they become due;

(f) Judgment. A final, non-appealable judgment for the payment of money in excess of $[________________________________] is entered against Assignor and remains unsatisfied for thirty (30) days;

(g) Material Adverse Change. A material adverse change occurs in the financial condition, business, operations, or prospects of Assignor that, in Assignee/Secured Party's reasonable judgment, impairs the value of the Collateral or Assignor's ability to perform its obligations hereunder;

(h) Impairment of Collateral. The Collateral, or any material portion thereof, is lost, stolen, destroyed, seized, or confiscated, or Assignor's right, title, or interest therein is challenged or impaired;

(i) Insurance Default. Any Life Insurance Policy assigned as Collateral lapses, is cancelled, is surrendered, or is materially modified without consent; or

(j) Other Default. Any other event or circumstance that constitutes a default under the Loan Documents.

ARTICLE VIII — REMEDIES UPON DEFAULT

Section 8.1 — Secured Party's Remedies

Upon the occurrence and during the continuance of an Event of Default, Assignee/Secured Party may exercise any one or more of the following remedies, in addition to all other rights and remedies available under the Loan Documents, the UCC, or applicable law:

(a) Acceleration. Declare all Guaranteed Obligations immediately due and payable without further notice or demand;

(b) Possession. Take immediate possession of the Collateral, without judicial process to the extent permitted by UCC § 9-609, provided that Assignee/Secured Party may proceed without breach of the peace;

(c) Disposition. Sell, lease, license, or otherwise dispose of the Collateral in a commercially reasonable manner pursuant to UCC §§ 9-610 through 9-615, at public or private sale, in one or more parcels, at such time and place and upon such terms as Assignee/Secured Party may determine;

(d) Collection. Collect, receive, and receipt for any Accounts, instruments, or other rights to payment included in the Collateral, and compromise, settle, or extend the time for payment of any of the foregoing (UCC § 9-607);

(e) Insurance Proceeds. Collect the proceeds of any Life Insurance Policy assigned hereunder, surrender such policy for its cash surrender value, or borrow against such policy, and apply proceeds to the Guaranteed Obligations;

(f) Control of Deposit Accounts. Direct the depository bank to pay the balance of any deposit account subject to a control agreement to Assignee/Secured Party;

(g) Judicial Remedies. Proceed by appropriate judicial action to enforce performance of any covenant or agreement herein, to recover judgment for any amount due, or to foreclose upon the Collateral;

(h) Receiver. Seek the appointment of a receiver, trustee, or similar official to take possession of and operate, manage, or dispose of the Collateral; and

(i) Other UCC Remedies. Exercise all other rights of a secured party under UCC Article 9, Part 6 (§§ 9-601 through 9-628), including the right to accept collateral in full or partial satisfaction of the obligation (strict foreclosure) under UCC § 9-620, subject to debtor's right of redemption under UCC § 9-623.

Section 8.2 — Commercially Reasonable Disposition

All dispositions of Collateral shall be conducted in a commercially reasonable manner. Notice of any public sale or the time after which a private sale may be made shall be sent to Assignor at least ten (10) days (or such longer period as required by applicable law) before the time of sale or disposition, which the parties agree is commercially reasonable notice.

Section 8.3 — Application of Proceeds

Proceeds of Collateral shall be applied in the following order:

(a) First, to the costs and expenses of retaking, holding, preparing for sale, selling, and otherwise realizing upon the Collateral, including reasonable attorneys' fees and legal expenses;

(b) Second, to the satisfaction of the Guaranteed Obligations in such order as Assignee/Secured Party determines;

(c) Third, to any other amounts owed by Assignor to Assignee/Secured Party; and

(d) Fourth, the surplus, if any, to Assignor or as otherwise required by law (UCC § 9-615(d)).

Section 8.4 — Deficiency

If the proceeds of the Collateral are insufficient to satisfy the Guaranteed Obligations in full, Assignor shall remain liable for any deficiency (UCC § 9-615(d)(2)), subject to applicable anti-deficiency protections.

Section 8.5 — Cumulative Remedies

All remedies of Assignee/Secured Party under this Agreement, the Loan Documents, the UCC, or applicable law are cumulative and may be exercised concurrently or sequentially. No delay or failure to exercise any remedy shall constitute a waiver thereof.

ARTICLE IX — PRIORITY AND SUBORDINATION

Section 9.1 — Priority of Security Interest

It is the intent of the parties that the security interest granted herein shall be a first-priority perfected security interest in the Collateral, subject only to Permitted Liens. Assignor shall defend the Collateral against the claims and demands of all third parties.

Section 9.2 — Subordination

☐ Not Applicable — This security interest is intended to be first priority.

☐ Applicable — The security interest granted herein is subject to subordination as described in that certain Subordination Agreement dated [__/__/____] between Assignee/Secured Party and [________________________________] (the "Senior Creditor"). In such event, the rights and remedies of Assignee/Secured Party shall be subject to the terms of such Subordination Agreement.

Section 9.3 — Purchase Money Security Interests

The parties acknowledge that a purchase money security interest (PMSI) in goods or software may have priority over a prior-filed financing statement pursuant to UCC § 9-324, provided the PMSI holder perfects within twenty (20) days after debtor receives possession and, in the case of inventory, gives advance notice to prior secured parties.

ARTICLE X — BANKRUPTCY PROVISIONS

Section 10.1 — Automatic Stay Acknowledgment

The parties acknowledge that upon the filing of a bankruptcy petition by or against Assignor, the automatic stay under 11 U.S.C. § 362 will become effective and will stay enforcement of the security interest and collection of the Guaranteed Obligations, except as otherwise provided by the Bankruptcy Code or by order of the bankruptcy court.

Section 10.2 — Adequate Protection

In the event of a bankruptcy proceeding, Assignee/Secured Party shall be entitled to seek adequate protection of its interest in the Collateral pursuant to 11 U.S.C. § 361, which may include:

(a) Cash payments equal to the decrease in value of the Collateral;

(b) Additional or replacement liens on other property of the estate; or

(c) Other relief resulting in the indubitable equivalent of the Assignee/Secured Party's interest.

Section 10.3 — Relief from Stay

Assignee/Secured Party reserves the right to seek relief from the automatic stay under 11 U.S.C. § 362(d) if (a) the Collateral is not adequately protected, or (b) the Assignor has no equity in the Collateral and the Collateral is not necessary for an effective reorganization.

Section 10.4 — Preference Protection

The parties acknowledge that payments or transfers made within ninety (90) days prior to a bankruptcy filing (or one year for insiders) may be subject to avoidance as preferential transfers under 11 U.S.C. § 547. The contemporaneous exchange for new value defense (11 U.S.C. § 547(c)(1)) and the ordinary course of business defense (11 U.S.C. § 547(c)(2)) may protect certain transfers.

Section 10.5 — Reinstatement

If any payment received by Assignee/Secured Party is subsequently rescinded, avoided, or must be returned (whether in bankruptcy, receivership, or otherwise), the security interest granted herein shall be reinstated to the extent of such rescission, avoidance, or return, and this Agreement shall continue in full force and effect as if such payment had not been made.

ARTICLE XI — STATE-SPECIFIC PROVISIONS

Section 11.1 — California

If the Governing Law State is California:

(a) UCC filings shall be made with the California Secretary of State, UCC Division, Sacramento, California (Cal. Com. Code § 9501);

(b) Fixture filings shall be made in the county recorder's office of the county where the real property is located;

(c) The California Commercial Code incorporates UCC Article 9 with certain state-specific variations;

(d) If the Collateral includes real property interests, California's anti-deficiency statutes (Cal. Code Civ. Proc. §§ 580a, 580b, 580d, 726) may limit remedies, subject to applicable waivers by guarantors under Cal. Civ. Code § 2856; and

(e) Electronic filing is available through bizfileOnline.sos.ca.gov.

Section 11.2 — Texas

If the Governing Law State is Texas:

(a) UCC filings shall be made with the Texas Secretary of State, Statutory Filings Division, Austin, Texas (Tex. Bus. & Com. Code § 9.501);

(b) Texas requires all UCC filings to be submitted electronically through SOSDirect;

(c) Fixture filings shall be recorded in the county clerk's office of the county where the real property is located;

(d) Texas constitutional homestead protections (Tex. Const. Art. XVI, §§ 50, 51) may limit the types of liens that can attach to homestead property and cannot be waived; and

(e) The Texas UCC adopts the standard Article 9 framework with state-specific section numbering (Tex. Bus. & Com. Code Chapter 9).

Section 11.3 — Florida

If the Governing Law State is Florida:

(a) UCC filings shall be made with the Florida Department of State, Division of Corporations, Tallahassee, Florida (Fla. Stat. § 679.5011);

(b) Electronic filing is available through the Secured Transaction Registry at sunbiz.org;

(c) Fixture filings shall be recorded in the office of the clerk of the circuit court in the county where the real property is located;

(d) Florida's homestead exemption (Fla. Const. Art. X, § 4) provides unlimited value protection for homestead property and cannot be waived; and

(e) Florida follows the standard UCC Article 9 framework under Fla. Stat. Chapter 679.

Section 11.4 — New York

If the Governing Law State is New York:

(a) UCC filings shall be made with the New York Department of State, UCC Section, Albany, New York (N.Y. UCC § 9-501);

(b) Fixture filings shall be filed in the office of the filing officer of the county where the related real property record would be filed;

(c) Electronic filing is available through the Department of State's online system;

(d) New York follows the standard UCC Article 9 framework under N.Y. UCC Article 9; and

(e) New York's commercial transaction laws, including confession of judgment provisions under CPLR § 3218, may affect enforcement remedies (note: confessions of judgment by non-New York residents are not enforceable for confessions executed after August 30, 2019).

ARTICLE XII — GENERAL PROVISIONS

Section 12.1 — Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], including its enactment of the UCC, without regard to its conflict-of-laws principles. Notwithstanding the foregoing, perfection, the effect of perfection or non-perfection, and priority of the security interest shall be governed by the UCC of the state determined under UCC §§ 9-301 through 9-307.

Section 12.2 — Jurisdiction and Venue

The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in [________________________________] County, State of [________________________________], for the purpose of any suit, action, or proceeding arising out of or relating to this Agreement.

Section 12.3 — Jury Waiver

☐ JURY WAIVER INCLUDED. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

☐ Jury waiver not included.

Section 12.4 — Notices

All notices, demands, and other communications under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by email with confirmation of receipt, addressed to the parties at the addresses set forth in Section 1.1 or at such other address as a party may designate by written notice.

Section 12.5 — Amendments and Waivers

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be construed as a waiver of any subsequent breach.

Section 12.6 — Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and assigns. Assignor may not assign its rights or obligations under this Agreement without the prior written consent of Assignee/Secured Party. Assignee/Secured Party may assign its rights and security interest hereunder without the consent of Assignor, subject to notice requirements.

Section 12.7 — 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.

Section 12.8 — Entire Agreement

This Agreement, together with the Loan Documents and all Exhibits and Schedules hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, and agreements.

Section 12.9 — Counterparts and Electronic Signatures

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. Signatures delivered by facsimile or electronic transmission (including PDF) shall be deemed original signatures for all purposes.

Section 12.10 — Attorneys' Fees

In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses.

Section 12.11 — Termination

This Agreement and the security interest granted herein shall terminate and be of no further force and effect upon the indefeasible payment in full of all Guaranteed Obligations and the termination of all commitments to extend credit under the Loan Documents. Upon such termination, Assignee/Secured Party shall, at Assignor's expense, file UCC-3 termination statements and execute such documents as may be necessary to release the Collateral from the security interest.

ARTICLE XIII — SIGNATURES

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

Assignor/Debtor:

Assignee/Secured Party:

NOTARY ACKNOWLEDGMENT

State of [________________________________]

County of [________________________________]

On this [____] day of [________________________________], [________], before me, [________________________________], a Notary Public in and for said State, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: _______________________________

My Commission Expires: [__/__/____]

[NOTARY SEAL]

EXHIBIT A — DETAILED COLLATERAL DESCRIPTION

Provide a specific description of each item of Collateral, including make, model, serial number, VIN, account number, policy number, or other identifying information as applicable. The description must "reasonably identify" the Collateral per UCC § 9-108.

Category 1: [________________________________]

Category 2: [________________________________]

Total Estimated Collateral Value: $[________________________________]

EXHIBIT B — LIFE INSURANCE POLICY DETAILS (IF APPLICABLE)

EXHIBIT C — ASSIGNED CONTRACTS (IF APPLICABLE)

SCHEDULE 1.2 — PERMITTED LIENS

List all existing liens, security interests, and encumbrances on the Collateral that are accepted by Assignee/Secured Party:

SCHEDULE 5.1(e) — COLLATERAL LOCATIONS

SCHEDULE 5.1(g) — EXISTING FINANCING STATEMENTS

Sources and References

• UCC Article 9 (Secured Transactions): Uniform Law Commission, https://www.uniformlaws.org/committees/community-home?CommunityKey=1457c422-ddb7-40b0-b38f-8571e3a77f3f
• UCC Article 9 Overview: https://www.lplegal.com/content/security-interests-ucc-article-9-an-overview/
• UCC § 9-203 (Attachment and Enforcement): https://collateral.finance/ucc-article-9-203-attachment-enforceability-security-interest/
• California Secretary of State, UCC Filing: https://www.sos.ca.gov/business-programs/ucc/
• Texas Secretary of State, UCC Filing: https://www.sos.state.tx.us/ucc/formfees.shtml
• Florida Department of State, UCC Filing: https://dos.fl.gov/sunbiz/other-services/ucc/
• New York Department of State, UCC Filing: https://www.dos.ny.gov/corps/uccinfor.html
• 11 U.S.C. § 362 (Automatic Stay): https://codes.findlaw.com/us/title-11-bankruptcy/11-usc-sect-362/
• 11 U.S.C. § 364 (Obtaining Credit): https://www.law.cornell.edu/uscode/text/11/364
• 11 U.S.C. § 361 (Adequate Protection): https://www.law.cornell.edu/uscode/text/11/361

This template is provided by ezel.ai for informational purposes only. It does not constitute legal advice. An attorney licensed in the applicable jurisdiction must review and customize this document before use. Secured transaction requirements, filing fees, and procedures vary significantly by state and collateral type. Last updated: 2026-02-24.