Florida Security Agreement (UCC Article 9)

FLORIDA SECURITY AGREEMENT

Secured Transaction Under Article 9 of the Florida Uniform Commercial Code (Fla. Stat. Ch. 679)

This Security Agreement is drafted specifically for use in Florida and references the Florida Secured Transaction Registry maintained by the Florida Department of State, Division of Corporations.

1. PARTIES

This Security Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") between:

SECURED PARTY: [________________________________], a [________________________________] with its principal place of business at [________________________________] ("Secured Party"); and

DEBTOR: [________________________________], a [________________________________] ([corporation / LLC / LP / individual]) with its chief executive office at [________________________________], [________________________________] County, Florida [____] ("Debtor").

Debtor's exact legal name as shown on its public organic record (Articles of Incorporation, Articles of Organization, Certificate of Limited Partnership, or unexpired driver license for individuals) as required by Fla. Stat. § 679.5031: [________________________________]

2. RECITALS

A. Debtor has executed a promissory note dated [__/__/____] in the principal amount of $[____________] (the "Note"), payable to Secured Party, and/or is indebted to Secured Party under a credit agreement or loan agreement (the "Credit Agreement").

B. As a condition of and to secure the Obligations, Debtor agrees to grant Secured Party a security interest in the Collateral described below under Article 9 of the Florida Uniform Commercial Code, Fla. Stat. Ch. 679 ("Florida UCC Article 9" or "FUCC-9").

C. The parties intend for this Agreement to satisfy the requirements of Fla. Stat. § 679.2031 for attachment and to authorize filing of UCC-1 financing statements with the Florida Secured Transaction Registry as provided in Fla. Stat. §§ 679.5011 and 679.5091.

3. DEFINITIONS

Terms used in this Agreement but not defined herein have the meanings assigned in the Florida UCC (particularly Article 9, Fla. Stat. Ch. 679).

"Accounts" — as defined in Fla. Stat. § 679.1021(1)(b).

"Collateral" — the property described in Section 4.

"Debtor" — as defined in Fla. Stat. § 679.1021(1)(bb).

"Event of Default" — as defined in Section 9.

"Florida Registry" — the Florida Secured Transaction Registry operated pursuant to Fla. Stat. § 679.5011. UCC-1 financing statements against most Florida debtors are filed with this Registry (privatized to Image API, LLC as of October 1, 2001). The Registry is accessible at https://floridaucc.com.

"Obligations" — all present and future indebtedness, obligations, and liabilities of Debtor to Secured Party, whether absolute or contingent, matured or unmatured, direct or indirect, including principal, interest, costs, fees, expenses, and indemnity obligations under the Note, Credit Agreement, this Agreement, and all Loan Documents.

"Permitted Lien" — the liens set forth on Schedule A and any purchase-money security interest in after-acquired goods to the extent Fla. Stat. § 679.3241 confers priority.

"Proceeds" — as defined in Fla. Stat. § 679.1021(1)(ooo), including insurance proceeds, whether before or after an Event of Default.

"UCC" — the Florida Uniform Commercial Code, as enacted in Fla. Stat. Chs. 670–680, and in particular Article 9 (Ch. 679).

4. GRANT OF SECURITY INTEREST

4.1 Grant

Debtor hereby grants to Secured Party a continuing first-priority security interest in all of Debtor's right, title, and interest, whether now owned or hereafter acquired, wherever located, in and to all of the following (collectively, the "Collateral"):

☐ All Assets — all personal property of every kind and description, including:
(a) Accounts (Fla. Stat. § 679.1021(1)(b))
(b) Chattel Paper, including electronic chattel paper (Fla. Stat. § 679.1021(1)(k))
(c) Commercial Tort Claims described on Schedule B (Fla. Stat. § 679.1021(1)(m))
(d) Deposit Accounts (Fla. Stat. § 679.1021(1)(ff))
(e) Documents (Fla. Stat. § 679.1021(1)(jj))
(f) Equipment (Fla. Stat. § 679.1021(1)(mm))
(g) Fixtures (Fla. Stat. § 679.1021(1)(rr)), as further described in fixture filings with the county recorder
(h) General Intangibles, including Payment Intangibles and Software (Fla. Stat. § 679.1021(1)(tt))
(i) Goods (Fla. Stat. § 679.1021(1)(vv))
(j) Instruments (Fla. Stat. § 679.1021(1)(aaa))
(k) Inventory (Fla. Stat. § 679.1021(1)(ddd))
(l) Investment Property (Fla. Stat. § 679.1021(1)(eee))
(m) Letter-of-Credit Rights (Fla. Stat. § 679.1021(1)(ggg))
(n) Supporting Obligations (Fla. Stat. § 679.1021(1)(yyy))
(o) all books, records, and data relating to any of the foregoing
(p) all additions, accessions, substitutions, replacements, and Proceeds

☐ Specific Collateral Only — limited to the following specifically identified property: [________________________________]

4.2 Excluded Property

The Collateral does not include the property listed on Schedule C, including (as applicable) (a) governmental licenses and permits non-assignable under Florida law, (b) consumer goods not used in business, (c) 401(k) and IRA retirement accounts exempt under Fla. Stat. § 222.21, and (d) homestead personal property exemptions under Article X, § 4 of the Florida Constitution and Fla. Stat. § 222.05.

4.3 Security Interest Secures All Obligations

The security interest granted hereby secures the prompt and complete payment and performance of all Obligations, including future advances to the fullest extent permitted under Fla. Stat. § 679.2041 (after-acquired property) and § 679.3231 (future advances).

5. PERFECTION

5.1 Filing Authorization

Pursuant to Fla. Stat. § 679.5091(2), Debtor authorizes Secured Party to file one or more financing statements (UCC-1), amendments (UCC-3), and continuations covering the Collateral without Debtor's signature. Debtor agrees that the authenticated record required under Fla. Stat. § 679.5091 is satisfied by Debtor's execution of this Agreement.

5.2 Filing Office

The initial UCC-1 shall be filed with the Florida Secured Transaction Registry at https://floridaucc.com, operated pursuant to Fla. Stat. § 679.5011. The parties acknowledge that under Fla. Stat. § 679.3011, the law of Debtor's location governs perfection, and Debtor is "located" in Florida per Fla. Stat. § 679.3071(5) (if a registered organization organized under Florida law, or for individuals, residence in Florida).

5.3 Fixture Filings

If any Collateral is or becomes a fixture under Fla. Stat. § 679.1021(1)(rr), Secured Party may file a fixture filing with the Clerk of Court of the county in Florida where the related real property is located, pursuant to Fla. Stat. § 679.5011(2).

5.4 Continuation

Debtor acknowledges that UCC-1 filings are effective for five (5) years under Fla. Stat. § 679.5151 and must be continued by filing a continuation statement within the six (6) months before expiration. Secured Party may file continuations without further authorization.

5.5 Control

To perfect security interests in Deposit Accounts (Fla. Stat. § 679.1041), Investment Property (Fla. Stat. § 679.1061), Letter-of-Credit Rights (Fla. Stat. § 679.1071), and Electronic Chattel Paper (Fla. Stat. § 679.1051), Debtor shall cooperate with Secured Party to obtain "control" as required under FUCC-9, including delivery of control agreements in form satisfactory to Secured Party.

5.6 Motor Vehicles, Vessels, and Aircraft

The parties acknowledge that perfection of security interests in Florida-titled motor vehicles and vessels is generally accomplished by notation on the certificate of title pursuant to Fla. Stat. § 319.27 (motor vehicles) and Fla. Stat. § 328.15 (vessels), rather than UCC-1 filing. Aircraft security interests are governed by federal law (49 U.S.C. § 44107) and filed with the FAA. Debtor shall cooperate with Secured Party in obtaining lien notations on such titled property.

5.7 Documentary Stamp Tax

The parties acknowledge that the promissory note secured by this Agreement is subject to Florida documentary stamp tax under Fla. Stat. § 201.08 at the rate of $0.35 per $100 of the face amount of the Note. Debtor shall pay such tax or reimburse Secured Party.

6. REPRESENTATIONS AND WARRANTIES OF DEBTOR

Debtor represents and warrants to Secured Party:

6.1 Exact Legal Name

Debtor's exact legal name, as shown on its public organic record or unexpired driver license, is as stated in Section 1. Debtor will notify Secured Party within 15 days of any change that would cause its UCC-1 to become seriously misleading under Fla. Stat. § 679.5061.

6.2 Jurisdiction of Organization

Debtor is a [registered organization / individual] organized under the laws of Florida with Florida Department of State document number [________________________________] (if applicable), or an individual whose principal residence is in [________________________________] County, Florida.

6.3 Chief Executive Office

Debtor's chief executive office is located at [________________________________], Florida, which governs Debtor's "location" for Article 9 purposes under Fla. Stat. § 679.3071.

6.4 Title to Collateral

Debtor owns the Collateral free and clear of any liens other than Permitted Liens, and has full right and authority to grant the security interest hereunder.

6.5 No Other UCC Filings

No UCC-1 financing statements covering the Collateral are currently on file in Florida or any other jurisdiction, except for the Permitted Liens.

6.6 Authorization

Debtor has full corporate/organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Execution has been duly authorized.

6.7 No Consumer Transaction

This is a commercial transaction and not a "consumer transaction" or "consumer goods" secured transaction within the meaning of Fla. Stat. § 679.1021(1)(x) or § 516.01 (Florida Consumer Finance Act).

6.8 Compliance with Usury Laws

The interest rate on the Note does not exceed the civil usury ceiling of 18% per annum (Fla. Stat. § 687.02) for loans up to $500,000, or 25% per annum for loans exceeding $500,000, and does not exceed the criminal usury rate of 25% under Fla. Stat. § 687.071. If any charge is later found to exceed lawful limits, Debtor and Secured Party agree the excess shall be (a) applied to reduce principal or (b) refunded to Debtor.

6.9 Solvency

After giving effect to this Agreement and the Credit Agreement, Debtor is able to pay its debts as they become due in the ordinary course of business, and Debtor's assets exceed its liabilities.

7. AFFIRMATIVE COVENANTS

Until all Obligations are indefeasibly paid in full, Debtor shall:

7.1 Maintain Collateral

Keep the Collateral in good condition and repair, and pay all Florida ad valorem tangible personal property taxes under Fla. Stat. § 196.001 et seq. and any other taxes, assessments, and charges on the Collateral before delinquency.

7.2 Insurance (Florida-Specific)

Maintain insurance on the Collateral with responsible insurers, against risks customarily insured against by businesses operating in Florida, including:

• Fire, theft, and casualty insurance
• Named-storm and hurricane insurance, including windstorm coverage consistent with Florida market practice and any Citizens Property Insurance Corporation requirements
• Flood insurance if any Collateral is located in a Special Flood Hazard Area designated by FEMA
• General liability insurance

All policies shall name Secured Party as lender loss payee and additional insured, with at least 30 days' advance written notice of cancellation.

7.3 Records and Inspection

Maintain accurate records regarding the Collateral at Debtor's chief executive office and permit Secured Party's representatives to inspect the Collateral and records during normal business hours, consistent with the inspection rights in Fla. Stat. § 679.2101.

7.4 Further Assurances

Execute such additional documents as Secured Party reasonably requires to perfect, protect, and enforce its security interest.

7.5 Notice of Changes

Within 15 days of any of the following, Debtor shall notify Secured Party in writing:
(a) Change in Debtor's legal name or organizational structure
(b) Change in Debtor's chief executive office or state of organization
(c) Material loss, damage, or destruction of Collateral
(d) Any lien, levy, attachment, or garnishment against the Collateral
(e) Any Event of Default or event that with notice/passage of time would become an Event of Default

7.6 Florida Sales Tax Compliance

If Debtor collects Florida sales tax under Fla. Stat. Ch. 212, it shall remit such tax timely to the Florida Department of Revenue and maintain records; failure to remit may result in a state tax lien that can prime Secured Party's interest under Fla. Stat. § 212.15.

8. NEGATIVE COVENANTS

Without Secured Party's prior written consent, Debtor shall not:

8.1 Transfer Collateral

Sell, lease, license, or otherwise dispose of Collateral, except (a) sales of inventory in the ordinary course of business under Fla. Stat. § 679.3201 and (b) disposition of obsolete or worn-out equipment replaced by equivalent value.

8.2 Create Additional Liens

Create, incur, or permit any lien on the Collateral other than Permitted Liens.

8.3 Change Debtor Information

Change its legal name, jurisdiction of organization, or chief executive office without at least 30 days' prior written notice to Secured Party, to permit filing of amended UCC-1s and preserving perfection under Fla. Stat. § 679.5061.

8.4 Relocate Collateral

Move Collateral outside the State of Florida except for inventory in transit.

8.5 Terminate Control Agreements

Terminate any control agreement or amend Collateral-related documents in ways that impair Secured Party's perfection.

9. EVENTS OF DEFAULT

Each of the following constitutes an "Event of Default":

☐ Payment Default — failure to pay any Obligation when due (including scheduled principal and interest under the Note)
☐ Covenant Default — failure to perform any covenant in this Agreement or any Loan Document and failure to cure within ten (10) days after notice
☐ Misrepresentation — any representation or warranty proves materially false
☐ Insolvency — voluntary or involuntary bankruptcy, assignment for the benefit of creditors, appointment of receiver, or general inability to pay debts
☐ Attachment/Levy — any material portion of the Collateral is attached, levied upon, or garnished
☐ Cross-Default — default under any other agreement with Secured Party or any material indebtedness exceeding $[____________]
☐ Loss of Perfection — any UCC-1 filing lapses or ceases to be effective
☐ Material Adverse Change — any event with a material adverse effect on Debtor's financial condition, the Collateral, or Secured Party's ability to enforce its rights

10. REMEDIES UPON DEFAULT (FLORIDA UCC ARTICLE 9, PART 6)

10.1 Acceleration

Upon an Event of Default, Secured Party may declare all Obligations immediately due and payable without presentment, demand, protest, or further notice of any kind, all of which Debtor waives to the extent permitted by law.

10.2 Article 9 Remedies

Secured Party shall have all rights and remedies of a secured party under Part 6 of Florida UCC Article 9 (Fla. Stat. §§ 679.6011–679.6281), including:

(a) Possession (Fla. Stat. § 679.6091) — Secured Party may take possession of the Collateral without judicial process if it can be done without breach of the peace, or by obtaining a writ of replevin under Fla. Stat. Ch. 78. Debtor agrees to assemble the Collateral and make it available at a place designated by Secured Party.

(b) Florida Replevin — Secured Party may commence a replevin action under Fla. Stat. Ch. 78, including pre-judgment seizure under Fla. Stat. § 78.068 upon posting a bond.

(c) Disposition (Fla. Stat. § 679.6101) — Secured Party may sell, lease, license, or otherwise dispose of the Collateral at public or private sale, in commercially reasonable manner.

(d) Notice of Disposition (Fla. Stat. § 679.6111) — Secured Party shall provide Debtor with at least ten (10) days' notice of any sale (public or private), unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market.

(e) Strict Foreclosure (Fla. Stat. §§ 679.6201–679.6221) — Secured Party may, following required notices, accept the Collateral in full or partial satisfaction of the Obligations.

(f) Deficiency (Fla. Stat. § 679.6151) — Debtor remains liable for any deficiency after application of Collateral Proceeds to the Obligations.

(g) Application of Proceeds (Fla. Stat. § 679.6151) — Proceeds shall be applied (i) to expenses of disposition (including attorney's fees under Fla. Stat. § 679.6071), (ii) to the Obligations, and (iii) any surplus to Debtor or junior creditors.

(h) Setoff and Deposit Accounts — Secured Party may exercise rights of setoff against any Deposit Account maintained with Secured Party.

(i) Collection of Accounts (Fla. Stat. § 679.6071) — Secured Party may notify account debtors to pay Secured Party directly and collect Accounts and General Intangibles.

10.3 Commercial Reasonableness

All dispositions shall be conducted in a commercially reasonable manner as required by Fla. Stat. § 679.6101(2). Debtor agrees that a sale of the Collateral to another dealer/business within 60 days after default, after advertisement in a newspaper of general circulation in [________________________________] County, Florida, is commercially reasonable.

10.4 Waiver of Certain Rights

To the maximum extent permitted by Fla. Stat. § 679.6021 and § 679.6241, Debtor waives (a) any right of redemption except as required by law, (b) any requirement that Secured Party marshal assets, and (c) any rights under valuation, appraisement, or exemption laws, other than exemptions for homestead personal property that cannot be waived.

10.5 Remedies Cumulative

All remedies are cumulative. Secured Party's failure to exercise any remedy is not a waiver.

10.6 Attorney's Fees

Debtor shall pay all of Secured Party's reasonable attorney's fees, costs, and expenses incurred in connection with the enforcement, protection, or collection of the Obligations or this Agreement, including fees on appeal and in bankruptcy proceedings, consistent with Fla. Stat. § 679.6071.

11. DEBTOR'S STATUTORY REMEDIES PRESERVED

Debtor acknowledges that Fla. Stat. § 679.6251 provides remedies to Debtor if Secured Party fails to comply with Article 9, including:

• The right to recover damages caused by non-compliance
• The right to recover a statutory penalty for failure to comply with disposition procedures (often 10% of the principal balance plus the time-price differential)
• The right to obtain an injunction against improper disposition

These rights are not waivable under Fla. Stat. § 679.6021(3).

12. DISPUTE RESOLUTION

12.1 Governing Law

This Agreement is governed by the internal laws of the State of Florida, including Article 9 of the Florida UCC, without regard to conflict-of-laws principles other than Fla. Stat. § 679.3011.

12.2 Exclusive Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the Circuit Court in and for [________________________________] County, Florida, and the United States District Court for the [Northern / Middle / Southern] District of Florida. Each party waives objections to venue and forum non conveniens.

12.3 Jury Trial Waiver

DEBTOR AND SECURED PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.4 Pre-Judgment Remedies Preserved

Nothing in this Agreement limits Secured Party's right to seek pre-judgment replevin under Fla. Stat. Ch. 78, attachment under Fla. Stat. Ch. 76, garnishment under Fla. Stat. Ch. 77, or other equitable or provisional remedies under Florida law.

12.5 Statute of Limitations

Claims on the Note or this Agreement are subject to the five-year statute of limitations of Fla. Stat. § 95.11(2)(b).

13. GENERAL PROVISIONS

13.1 Amendments and Waivers

No amendment or waiver shall be effective unless in writing signed by both parties. A waiver on one occasion does not constitute a waiver on any future occasion.

13.2 Assignment

Secured Party may assign or transfer this Agreement without Debtor's consent. Debtor may not assign or delegate without Secured Party's prior written consent.

13.3 Successors

This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

13.4 Severability

If any provision is unenforceable, the remaining provisions shall continue in full force.

13.5 Termination

Upon full and indefeasible payment of the Obligations, Secured Party shall file UCC-3 termination statements with the Florida Registry as required by Fla. Stat. § 679.5131.

13.6 Notices

All notices shall be in writing and effective upon personal delivery, overnight courier, certified mail return receipt requested, or confirmed email to the addresses in Section 1.

13.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts by electronic signature, consistent with Fla. Stat. § 668.50 (Florida UETA).

13.8 Entire Agreement

This Agreement, the Note, the Credit Agreement, and other Loan Documents constitute the entire agreement between the parties.

14. EXECUTION

IN WITNESS WHEREOF, the parties have executed this Florida Security Agreement as of the Effective Date.

SECURED PARTY: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

DEBTOR: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

STATE OF FLORIDA
COUNTY OF [________________________________]

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this [____] day of [________________________________], 20[____], by [________________________________], as [________________________________] of Debtor, who is personally known to me or produced [________________________________] as identification.

Notary Public, State of Florida: [________________________________]
Commission Number: [________________________________]
Commission Expires: [__/__/____]

SCHEDULES

• Schedule A: Permitted Liens
• Schedule B: Commercial Tort Claims
• Schedule C: Excluded Property

SOURCES AND REFERENCES

• Florida UCC Article 9 (Ch. 679): https://www.flsenate.gov/Laws/Statutes/2025/Chapter679
• Florida Secured Transaction Registry: https://floridaucc.com
• Florida Department of State UCC Information: https://dos.fl.gov/sunbiz/other-services/ucc-information/
• Fla. Stat. § 679.5011 (Filing Office): https://www.flsenate.gov/Laws/Statutes/2025/679.5011
• Fla. Stat. § 679.6011 (Rights After Default): https://www.flsenate.gov/Laws/Statutes/2025/679.6011
• Fla. Stat. § 687.02 (Usury Limits): https://www.flsenate.gov/Laws/Statutes/2025/687.02
• Florida Replevin (Ch. 78): https://www.flsenate.gov/Laws/Statutes/2025/Chapter78
• Fla. Stat. § 201.08 (Documentary Stamp Tax on Notes): https://www.flsenate.gov/Laws/Statutes/2025/201.08