Security Agreement - Universal Commercial Preparation Packet

SECURITY AGREEMENT — UNIVERSAL COMMERCIAL PACKET

Use gate. Do not sign or rely on this packet until counsel has reconciled the credit documents, parties, debtor location, collateral, current public records, perfection steps, competing interests, and enforcement plan. Delete every unused option and drafting instruction.

1. Parties and Related Transaction

Effective date: [__/__/____]

Related credit document: [________________], dated [__/__/____] (the Credit Document)

Credit purpose and transaction type: [________________]

Consumer-purpose screening result and reviewer: [________________]

Other obligor, guarantor, owner, or lienholder: [________________]

2. Current-Authority and Filing Gate

☐ Current statutes, controlling cases, filing-office rules, forms, and instructions were checked.

☐ Pending and recently effective amendments were checked.

☐ Public-record searches and current organizational records were reviewed.

☐ Every agreement clause and enforcement step is supported by the completed gate.

3. Obligations

“Obligations” means only the following selected and completed items:

☐ Amounts enforceably due under the Credit Document: [________________]

☐ Debtor performance under this Security Agreement: [________________]

☐ Future advances specifically described here: [________________]

☐ Additional transaction or obligation specifically described here: [________________]

☐ Enforcement expenses only as stated in the Credit Document or here and allowed by the completed authority gate: [________________]

Excluded obligations: [________________]

No affiliate debt, unrelated transaction, contingent obligation, indemnity, charge, or future advance is included unless expressly identified above and approved by counsel.

4. Grant

For value received and to secure the Obligations, Debtor grants Secured Party a security interest in the Collateral identified in Schedule A.

The grant includes only:

☐ Presently owned property marked in Schedule A

☐ After-acquired property marked in Schedule A

☐ Proceeds described and approved in Schedule A

☐ Supporting property specifically described in Schedule A

Attachment postponed until this completed condition, if any: [________________]

Excluded property and limitation language: [________________]

Schedule A controls the scope of the grant. This Agreement does not promise attachment, perfection, or any priority position; those results depend on the completed authority gate and Schedules B and C.

5. Perfection and Priority Plan

Debtor authorizes only the filings and other acts identified in Schedule B and approved by counsel. A collateral indication used in a public filing does not enlarge the grant in Schedule A.

Secured Party shall complete each filing, possession, control, delivery, notation, notice, acknowledgment, or other selected step using the exact debtor information and governing jurisdiction recorded in Schedules B and D.

Further-assurance procedure: [________________]

Costs and taxes allocated to: [________________]

Monitoring owner and review frequency: [________________]

Schedule C records existing interests and the intended priority analysis. No representation of “first priority,” exclusive priority, or continuous perfection is made unless Schedule C states the verified basis and counsel-approved wording.

6. Debtor Representations

Debtor represents on the Effective Date that:

1. Schedule D states Debtor’s exact legal name, type, organizational or residence information, and addresses based on the identified records.
2. Debtor has the rights or transfer power stated in Schedule A for the Collateral.
3. Schedule C lists every lien, claim, ownership interest, lease, license, consignment, or other competing interest known to Debtor after reasonable review.
4. Debtor has obtained the internal approvals listed here: [________________].
5. The intended use of the Collateral and proceeds is: [________________].
6. Other transaction-specific representation: [________________].

Knowledge qualifier, materiality standard, and update date: [________________]

7. Debtor Covenants

Until release under Section 11, Debtor shall:

1. maintain the records reasonably necessary to identify the Collateral and proceeds;
2. give the agreed advance notice of a proposed legal-name, entity-type, organization-jurisdiction, residence, chief-executive-office, or material-collateral-location change;
3. give prompt notice of a material loss, seizure, damage, claim, or competing interest affecting the Collateral;
4. preserve Collateral as stated in Schedule E;
5. permit only the dispositions and liens listed in Schedule C;
6. permit inspections only under the scope, notice, timing, confidentiality, safety, and third-party restrictions in Schedule E; and
7. complete the follow-up actions in Schedule B.

Insurance requirements: [________________]

Reporting requirements: [________________]

Permitted dispositions: [________________]

Permitted liens: [________________]

8. Defaults and Cure

A circumstance is a Default only if selected, completed, and consistent with the Credit Document and current law:

☐ Payment default: [________________]; cure period: [____] days

☐ Material covenant breach: [________________]; notice and cure: [________________]

☐ Materially inaccurate representation reasonably relied upon: [________________]

☐ Unauthorized disposition or competing interest causing this defined impairment: [________________]

☐ Cross-default to this specifically identified agreement and threshold: [________________]

☐ Judgment, seizure, dissolution, insolvency, or bankruptcy event after counsel adds enforceable wording: [________________]

☐ Other negotiated default: [________________]

Defaults that cannot be cured: [________________]

Person and method authorized to declare a Default: [________________]

No checkbox creates a remedy prohibited, stayed, avoided, or otherwise limited by governing law.

9. Enforcement Plan After Default

After a continuing Default and completion of every required notice and cure step, Secured Party may use only the counsel-approved routes marked below and detailed in Schedule F:

Secured Party shall follow Schedule F for required recipients, notice content and timing, conduct limits, disposition method, proceeds order, surplus, deficiency, acceptance, redemption, expenses, and records.

This Agreement does not authorize entry onto premises, self-help, disabling technology, collection communications, setoff, disposition, waiver, or proceeds allocation beyond the completed authority gate and Schedule F.

10. Dispute and General Terms

Governing Law

Contractual construction is governed by [JURISDICTION], without displacing any mandatory choice-of-law rule identified in Section 2.

Dispute Terms

Venue, jurisdiction, arbitration, jury-trial waiver, provisional relief, service, and fees are governed by:

☐ The Credit Document section [____]

☐ A separate counsel-approved addendum

☐ No additional contractual dispute term

Amendments and Waivers

An amendment or waiver must use this approved form and signature method: [________________].

A waiver applies only as stated. No delay, course of dealing, or partial exercise has an agreed effect beyond this completed clause: [________________].

Assignment

Secured Party assignment conditions: [________________]

Debtor assignment conditions: [________________]

Notices

Use Schedule G unless the Credit Document notice section is selected here: [________________].

Entire Agreement and Order of Precedence

The Credit Document, this Agreement, and completed schedules are the parties’ agreement concerning the security interest.

Order of precedence: [________________]

Execution

Counterpart and signature method approved for this transaction: [________________]

Notarial acknowledgment or other formality, if required: [________________]

Severability

Counsel-approved severability treatment under selected law: [________________]

11. Release and Termination

After the event selected below, Secured Party shall provide or authorize the release and termination records required by the completed authority gate:

☐ Final payment and performance of all Obligations

☐ Another agreed release event: [________________]

Surviving obligation, if any: [________________]

Deadline, filing party, delivery method, and cost allocation: [________________]

Collateral, possession, control, account, title, and record return steps: [________________]

12. Signatures

Schedule A — Collateral Description

Describe property with the specificity approved in Section 2. Do not rely on a category label alone where the completed authority gate requires more.

Commercial-tort, consumer, real-property-related, titled, governmental, intellectual-property, or other special collateral review: [________________]

Schedule B — Perfection and Maintenance Plan

Schedule C — Priority, Searches, and Permitted Interests

Intended priority and verified basis: [________________]

Permitted liens, dispositions, leases, licenses, consignments, and ordinary-course treatment: [________________]

Schedule D — Debtor Information

Schedule E — Collateral Care, Insurance, Reports, and Inspection

[________________]

Schedule F — Default and Enforcement Procedure

Disposition method and commercial-reasonableness record: [________________]

Proceeds order, surplus, and deficiency calculation: [________________]

Acceptance and redemption procedure: [________________]

Permitted expenses and fees: [________________]

Schedule G — Notices

Final Counsel Checklist

☐ Credit Document and Security Agreement are consistent.

☐ Debtor identity and location are verified from current records.

☐ Collateral and Obligations are sufficiently and intentionally described.

☐ Every perfection step and filing field has been reviewed.

☐ Searches, competing interests, priority, and maintenance triggers are documented.

☐ Default, remedy, notice, disposition, proceeds, acceptance, redemption, and release provisions match current law.

☐ Consumer, bankruptcy, privacy, licensing, regulated-collateral, and special-asset issues were screened.

☐ No first-priority, automatic-perfection, unrestricted-entry, or creditor-selected-proceeds promise remains.

☐ Every unused option and drafting note was deleted.