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SECURITY AGREEMENT

(Comprehensive Commercial Security Agreement)
(Uniform Commercial Code Article 9)

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AGREEMENT INFORMATION

Field	Information
Agreement Date	[EFFECTIVE DATE]
Loan/Reference Number	[LOAN NUMBER]
Related Loan Agreement	[LOAN AGREEMENT DATE AND PARTIES]
Related Promissory Note	[NOTE DATE AND PRINCIPAL AMOUNT]
UCC Filing Jurisdiction	[STATE]

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ARTICLE I: PARTIES

SECTION 1.1 SECURED PARTY (Lender/Creditor)

Field	Information
Legal Name	[SECURED PARTY LEGAL NAME]
Type	☐ Bank ☐ Credit Union ☐ Commercial Finance Company ☐ Other: [TYPE]
State of Organization	[STATE]
Principal Address	[ADDRESS]
City, State, ZIP	[CITY, STATE ZIP]
Attention	[CONTACT NAME/DEPARTMENT]
Phone	[PHONE]
Fax	[FAX]
Email	[EMAIL]

SECTION 1.2 DEBTOR (Borrower/Grantor)

Field	Information
Exact Legal Name	[DEBTOR LEGAL NAME - EXACT AS ON FORMATION DOCUMENTS]
Type	☐ Corporation ☐ LLC ☐ LP ☐ LLP ☐ Individual ☐ Other: [TYPE]
State of Organization	[STATE]
Organizational ID Number	[NUMBER] ☐ None
Federal Tax ID (EIN/SSN)	[NUMBER]
Principal Place of Business	[ADDRESS]
City, State, ZIP	[CITY, STATE ZIP]
Chief Executive Office	[ADDRESS IF DIFFERENT]
Mailing Address	[ADDRESS IF DIFFERENT]
Phone	[PHONE]
Email	[EMAIL]

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ARTICLE II: RECITALS

WHEREAS, Secured Party has agreed to extend credit and financial accommodations to Debtor pursuant to that certain [describe loan documents] dated [DATE] (the "Loan Agreement"), including a Promissory Note in the original principal amount of $[AMOUNT] (the "Note") (collectively with all amendments, modifications, renewals, and extensions, the "Loan Documents");

WHEREAS, as a condition precedent to extending credit under the Loan Documents, Secured Party requires that Debtor grant to Secured Party a first priority security interest in all of Debtor's personal property and other assets to secure all of Debtor's Obligations to Secured Party;

WHEREAS, Debtor desires to grant such security interest in order to induce Secured Party to extend credit under the Loan Documents;

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

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ARTICLE III: DEFINITIONS

SECTION 3.1 UCC DEFINITIONS

All terms defined in the Uniform Commercial Code as enacted in the State of [STATE] (the "UCC") and used but not otherwise defined herein shall have the meanings set forth in the UCC. In the event of any conflict between the definitions in this Agreement and the UCC definitions, this Agreement shall control.

SECTION 3.2 DEFINED TERMS

"Account" has the meaning set forth in UCC § 9-102(a)(2).

"Account Debtor" means any person obligated on an Account, Chattel Paper, or General Intangible.

"After-Acquired Property" means all Collateral acquired by Debtor after the date of this Agreement.

"Chattel Paper" has the meaning set forth in UCC § 9-102(a)(11), including both electronic chattel paper and tangible chattel paper.

"Collateral" means all property described in Article IV, whether now owned or hereafter acquired, together with all Proceeds and products thereof.

"Commercial Tort Claim" has the meaning set forth in UCC § 9-102(a)(13).

"Control Agreement" means a deposit account control agreement, securities account control agreement, or other agreement providing Secured Party with "control" as defined in UCC §§ 9-104, 9-105, 9-106, or 9-107.

"Default" or "Event of Default" has the meaning set forth in Article VIII.

"Deposit Account" has the meaning set forth in UCC § 9-102(a)(29).

"Equipment" has the meaning set forth in UCC § 9-102(a)(33).

"Financing Statement" means any UCC-1 financing statement, continuation statement, amendment, or other filing relating to this Agreement.

"Fixtures" has the meaning set forth in UCC § 9-102(a)(41).

"General Intangibles" has the meaning set forth in UCC § 9-102(a)(42), including payment intangibles and software.

"Goods" has the meaning set forth in UCC § 9-102(a)(44).

"Instruments" has the meaning set forth in UCC § 9-102(a)(47).

"Inventory" has the meaning set forth in UCC § 9-102(a)(48).

"Investment Property" has the meaning set forth in UCC § 9-102(a)(49).

"Lien" means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, charge, or other lien or restriction.

"Loan Documents" means this Agreement, the Loan Agreement, the Note, all guaranties, and any other documents executed in connection with the Obligations.

"Obligations" means all present and future debts, liabilities, and obligations of Debtor to Secured Party, whether direct or indirect, absolute or contingent, due or to become due, arising under this Agreement, the Loan Documents, or otherwise, including:
- All principal, interest, fees, costs, and expenses under the Loan Documents
- All future advances and re-advances
- All costs of collection and enforcement
- All attorneys' fees and expenses
- All other obligations arising from the debtor-creditor relationship

"Permitted Liens" has the meaning set forth in Section 5.5.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, estate, or other entity.

"Proceeds" has the meaning set forth in UCC § 9-102(a)(64), including:
- Whatever is acquired upon sale, lease, license, exchange, or other disposition of Collateral
- Claims arising out of loss or damage to Collateral
- Insurance payable by reason of loss or damage to Collateral
- General intangibles and other property arising from Collateral

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ARTICLE IV: GRANT OF SECURITY INTEREST

SECTION 4.1 GRANT

To secure the prompt and complete payment and performance of all Obligations, Debtor hereby grants, assigns, conveys, and pledges to Secured Party, and hereby creates in favor of Secured Party, a continuing first-priority security interest in all of Debtor's right, title, and interest in and to the following property, whether now owned or existing, or hereafter acquired or arising, and wherever located (collectively, the "Collateral"):

SECTION 4.2 COLLATERAL DESCRIPTION

Select all categories of Collateral that apply:

☐ ALL ASSETS - All assets of Debtor of every kind and description, tangible and intangible, whether now owned or hereafter acquired, including without limitation all of the following:

4.2.1 Accounts and Receivables

☐ Accounts - All accounts, accounts receivable, and rights to payment for goods sold, leased, licensed, or services rendered, whether or not earned by performance.

☐ Health-Care-Insurance Receivables - All health-care-insurance receivables as defined in UCC § 9-102(a)(46).

☐ Credit Card Receivables - All rights to payment arising from credit card transactions.

4.2.2 Inventory and Goods

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

☐ Equipment - All equipment, machinery, furniture, fixtures, vehicles, tools, parts, and other tangible personal property used in Debtor's business.

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

☐ Fixtures - All fixtures as defined in UCC § 9-102(a)(41).

☐ Farm Products - All farm products, including crops, livestock, and supplies used in farming operations.

4.2.3 Instruments and Documents

☐ Instruments - All instruments, including promissory notes, drafts, and checks.

☐ Documents - All documents, including bills of lading, dock warrants, dock receipts, and warehouse receipts.

☐ Chattel Paper - All chattel paper, including electronic chattel paper and tangible chattel paper.

4.2.4 Intangibles

☐ General Intangibles - All general intangibles, including:
- Payment intangibles
- Software and software licenses
- Customer lists and databases
- Goodwill
- Licenses, permits, and authorizations
- Intellectual property (patents, trademarks, copyrights, trade secrets)
- Contract rights
- Tax refunds and tax refund claims
- Claims and causes of action

☐ Commercial Tort Claims - All commercial tort claims, including without limitation:
[DESCRIBE SPECIFIC COMMERCIAL TORT CLAIMS - required per UCC § 9-108(e)]

☐ Letter-of-Credit Rights - All letter-of-credit rights as defined in UCC § 9-102(a)(51).

4.2.5 Financial Assets

☐ Deposit Accounts - All deposit accounts, including:

Bank Name	Account Number	Account Type
[BANK]	[NUMBER]	[CHECKING/SAVINGS/MONEY MARKET]
[BANK]	[NUMBER]	[CHECKING/SAVINGS/MONEY MARKET]

☐ Investment Property - All investment property, including:
- Certificated securities
- Uncertificated securities
- Security entitlements
- Securities accounts
- Commodity contracts
- Commodity accounts

☐ Money - All money, cash, and cash equivalents.

4.2.6 Other Property

☐ Supporting Obligations - All supporting obligations as defined in UCC § 9-102(a)(77), including guaranties, letters of credit, and other secondary obligations.

☐ Books and Records - All books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and other storage media containing information pertaining to any Collateral.

☐ Specific Property - The specific property described in Exhibit A attached hereto.

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SECTION 4.3 AFTER-ACQUIRED PROPERTY

The security interest granted herein attaches to all Collateral now owned or existing and shall attach to all After-Acquired Property immediately upon Debtor acquiring any rights therein, without further action by either party. This security interest is a continuing security interest.

SECTION 4.4 PROCEEDS

The security interest granted herein extends to all Proceeds of the Collateral. If Debtor receives any Proceeds consisting of cash, negotiable instruments, or other items of payment, Debtor shall:

(a) Hold such Proceeds in trust for Secured Party;
(b) Keep such Proceeds separate from Debtor's other funds;
(c) Deliver such Proceeds to Secured Party immediately upon request; and
(d) Not commingle such Proceeds with other property.

SECTION 4.5 FUTURE ADVANCES

This Agreement secures all future advances and re-advances made by Secured Party to Debtor, whether or not such advances are obligatory or are made pursuant to a commitment, including advances made within the same class of obligations as the original Obligations and advances made for different purposes.

SECTION 4.6 CROSS-COLLATERALIZATION

All Collateral shall secure all Obligations, including Obligations arising under other agreements between Debtor and Secured Party, unless such other agreements expressly provide otherwise.

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ARTICLE V: REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party, as of the date hereof and as of each date any advance is made, that:

SECTION 5.1 DEBTOR INFORMATION

(a) Exact Legal Name. Debtor's exact legal name is as set forth in Section 1.2 and is the name shown on Debtor's:
☐ Certificate of Formation/Articles of Incorporation/Charter
☐ Driver's License (for individuals)
☐ [OTHER DOCUMENT]

(b) Organization. Debtor is duly organized, validly existing, and in good standing under the laws of the State of [STATE], and is qualified to do business in all jurisdictions where failure to qualify would have a material adverse effect.

(c) Organizational Information. The organizational information set forth in Section 1.2 is true and correct, including:
- State of organization: [STATE]
- Organizational ID number: [NUMBER]
- Chief executive office location: [ADDRESS]

(d) Name Changes. Debtor has not changed its name, identity, organizational structure, or jurisdiction of organization within the past [FIVE (5)] years, except as disclosed in Exhibit B.

SECTION 5.2 AUTHORITY

(a) Debtor has full power and authority to execute, deliver, and perform this Agreement and to grant the security interest herein.

(b) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, partnership, or other organizational action.

(c) This Agreement constitutes the legal, valid, and binding obligation of Debtor, enforceable in accordance with its terms.

SECTION 5.3 NO CONFLICTS

The execution, delivery, and performance of this Agreement will not:

(a) Violate any law, rule, regulation, order, writ, judgment, injunction, decree, or award applicable to Debtor;

(b) Violate or conflict with Debtor's organizational documents;

(c) Breach or constitute a default under any contract, agreement, or instrument to which Debtor is a party; or

(d) Result in the creation or imposition of any Lien on the Collateral, except the Lien created hereby.

SECTION 5.4 TITLE AND RIGHTS IN COLLATERAL

(a) Ownership. Debtor owns, or will own at the time it acquires rights therein, the Collateral free and clear of all Liens, claims, and encumbrances, except for Permitted Liens.

(b) Rights to Transfer. Debtor has, and will have, full right, power, and authority to grant a security interest in the Collateral.

(c) Valid Security Interest. This Agreement creates a valid security interest in the Collateral, securing the payment and performance of the Obligations.

SECTION 5.5 PERMITTED LIENS

"Permitted Liens" means only the following:

(a) The security interest created by this Agreement;

(b) Liens for taxes, assessments, and governmental charges not yet due and payable;

(c) Mechanics', materialmen's, warehousemen's, carriers', landlords', and other similar statutory liens arising in the ordinary course of business;

(d) Purchase money security interests in specific equipment disclosed in writing to Secured Party;

(e) [OTHER PERMITTED LIENS];

(f) Liens identified on Exhibit C attached hereto.

SECTION 5.6 LOCATION OF COLLATERAL

(a) Principal Locations. All tangible Collateral is located at the addresses set forth in Exhibit D.

(b) Books and Records. Debtor's books and records concerning the Collateral are located at: [ADDRESS].

(c) No Other Locations. Debtor does not maintain any other locations where Collateral is kept except as disclosed in Exhibit D.

SECTION 5.7 ACCOUNTS RECEIVABLE (If Applicable)

If Accounts are included in Collateral:

(a) Each Account is genuine and arises from a bona fide sale of goods or rendition of services in the ordinary course of business;

(b) No Account is subject to any defense, setoff, counterclaim, or discount except as disclosed to Secured Party;

(c) All Account Debtors are solvent to Debtor's knowledge.

SECTION 5.8 INVENTORY (If Applicable)

If Inventory is included in Collateral:

(a) All Inventory is of good and merchantable quality;

(b) No Inventory is held by Debtor on consignment or subject to any bailment arrangement, except as disclosed to Secured Party.

SECTION 5.9 NO LITIGATION

There is no pending or threatened litigation, arbitration, or governmental proceeding that could materially adversely affect the Collateral or Debtor's ability to perform its obligations hereunder.

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ARTICLE VI: COVENANTS

Debtor covenants and agrees with Secured Party that:

SECTION 6.1 PROTECTION OF COLLATERAL

(a) Maintenance. Debtor shall maintain the Collateral in good condition and repair, ordinary wear and tear excepted.

(b) Taxes and Charges. Debtor shall pay all taxes, assessments, and charges upon the Collateral when due.

(c) Defense. Debtor shall defend the Collateral against all claims and demands of all persons.

(d) No Liens. Debtor shall keep the Collateral free from all Liens except Permitted Liens.

SECTION 6.2 INSURANCE

(a) Coverage Required. Debtor shall maintain insurance on the Collateral against loss, damage, and destruction by fire and other hazards (including extended coverage, theft, and collision for vehicles), in amounts and with insurers satisfactory to Secured Party.

(b) Policy Requirements. All insurance policies shall:
- Name Secured Party as loss payee (property insurance)
- Name Secured Party as additional insured (liability insurance)
- Provide that coverage cannot be cancelled without 30 days' prior written notice to Secured Party

(c) Evidence of Insurance. Debtor shall deliver certificates of insurance to Secured Party upon request.

(d) Application of Proceeds. All insurance proceeds shall be applied, at Secured Party's option, either to repair/replace the Collateral or to reduce the Obligations.

SECTION 6.3 BOOKS, RECORDS, AND INSPECTION

(a) Records. Debtor shall maintain accurate books and records concerning the Collateral in accordance with generally accepted accounting principles.

(b) Inspection. Secured Party may, upon reasonable notice (except no notice required after Default), inspect and examine the Collateral and Debtor's books and records.

(c) Reports. Debtor shall provide to Secured Party:
☐ Annual financial statements within [90] days of fiscal year end
☐ Quarterly financial statements within [45] days of quarter end
☐ Accounts receivable aging reports [MONTHLY/QUARTERLY]
☐ Inventory reports [MONTHLY/QUARTERLY]
☐ Other information reasonably requested

SECTION 6.4 DEBTOR INFORMATION

(a) Name Changes. Debtor shall not change its legal name, organizational structure, or jurisdiction of organization without [30] days' prior written notice to Secured Party.

(b) Location Changes. Debtor shall not change the location of its chief executive office or any location of tangible Collateral without prior written notice to Secured Party.

(c) Updated Information. Debtor shall promptly notify Secured Party of any change to the information provided in Article V.

SECTION 6.5 RESTRICTIONS ON COLLATERAL

Debtor shall NOT, without Secured Party's prior written consent:

(a) Sale/Transfer. Sell, lease, transfer, assign, or otherwise dispose of any Collateral, except:
☐ Inventory sold in the ordinary course of business
☐ Worn-out or obsolete equipment replaced with equipment of equal or greater value
☐ [OTHER EXCEPTIONS]

(b) Additional Liens. Create, incur, assume, or permit any Lien on the Collateral except Permitted Liens.

(c) Modification. Materially modify, amend, or alter any Collateral consisting of contracts, instruments, or intangibles.

(d) Compromise. Settle, compromise, or adjust any Account or claim in excess of $[AMOUNT] without consent.

SECTION 6.6 FURTHER ASSURANCES

Upon Secured Party's request, Debtor shall:

(a) Execute and deliver such additional documents as may be necessary to perfect, maintain, and continue the perfection of Secured Party's security interest;

(b) Take all actions necessary to maintain the perfected status of Secured Party's security interest;

(c) Cooperate with Secured Party in filing Financing Statements and amendments;

(d) Deliver to Secured Party any instruments, documents, or chattel paper constituting Collateral.

SECTION 6.7 NOTIFICATION OF ACCOUNT DEBTORS

(a) Upon Request. Upon Secured Party's request (before or after Default), Debtor shall notify Account Debtors to make payments directly to Secured Party.

(b) After Default. After Default, Secured Party may directly notify Account Debtors and collect Accounts without notice to Debtor.

SECTION 6.8 DEPOSIT ACCOUNTS (If Applicable)

If Deposit Accounts are included in Collateral:

(a) Debtor shall execute and cause each depository bank to execute a Control Agreement in form acceptable to Secured Party;

(b) Debtor shall not open any new deposit accounts without Secured Party's prior consent and execution of a Control Agreement;

(c) Debtor shall maintain all operating accounts with banks acceptable to Secured Party.

SECTION 6.9 INVESTMENT PROPERTY (If Applicable)

If Investment Property is included in Collateral:

(a) Debtor shall execute and cause each securities intermediary to execute a Control Agreement;

(b) Debtor shall deliver certificated securities to Secured Party or, at Secured Party's option, cause them to be registered in Secured Party's name;

(c) Debtor shall not transfer, pledge, or dispose of any Investment Property without consent.

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ARTICLE VII: AUTHORIZATION AND POWER OF ATTORNEY

SECTION 7.1 AUTHORIZATION TO FILE

Debtor irrevocably authorizes Secured Party to file:

(a) UCC-1 Financing Statements describing the Collateral in any terms, including "all assets" or "all personal property";

(b) Continuation statements before lapse;

(c) Amendments to add collateral, correct errors, or reflect changes;

(d) Any other filings necessary to perfect and maintain perfection.

SECTION 7.2 POWER OF ATTORNEY

Debtor hereby irrevocably appoints Secured Party as Debtor's attorney-in-fact, with full power of substitution, to:

(a) Before or After Default:
- Execute and file Financing Statements and amendments
- Sign Debtor's name on any documents relating to the Collateral
- Pay any amounts due to protect the Collateral

(b) After Default:
- Endorse checks, notes, drafts, and other instruments
- Collect Accounts and other Collateral
- Sue, compromise, and release Account Debtors
- Execute bills of sale, assignments, and other transfer documents
- Take any action necessary to enforce rights in Collateral

This power of attorney is coupled with an interest and is irrevocable.

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ARTICLE VIII: EVENTS OF DEFAULT

SECTION 8.1 EVENTS OF DEFAULT

The occurrence of any of the following shall constitute an "Event of Default":

(a) Payment Default. Debtor fails to pay any Obligation when due;

(b) Covenant Default. Debtor breaches any covenant, agreement, or condition in this Agreement or any Loan Document;

(c) Representation Default. Any representation or warranty made by Debtor proves to be false, misleading, or incorrect in any material respect;

(d) Cross-Default. Default occurs under any Loan Document or any other agreement between Debtor and Secured Party, or under any other material indebtedness of Debtor;

(e) Insolvency. Debtor:
- Becomes insolvent or generally fails to pay debts as they become due
- Makes an assignment for benefit of creditors
- Files or has filed against it any petition under bankruptcy or insolvency laws
- Has a receiver, trustee, or custodian appointed for any property
- Admits in writing inability to pay debts as they mature

(f) Judgment. A judgment is entered against Debtor exceeding $[AMOUNT] and remains unpaid, undischarged, or unstayed for [60] days;

(g) Impairment of Collateral. Any loss, theft, damage, destruction, or substantial decline in value of Collateral not covered by insurance, or any action that materially impairs the value or Secured Party's rights in Collateral;

(h) Impairment of Security Interest. Secured Party's security interest becomes unperfected, subordinated, or otherwise impaired through no fault of Secured Party;

(i) Material Adverse Change. Any material adverse change occurs in Debtor's financial condition, business, or ability to perform its obligations;

(j) Governmental Action. Any governmental action materially restricts or prohibits Debtor's business or affects the Collateral;

(k) Death/Dissolution. Death of individual Debtor or dissolution of entity Debtor.

SECTION 8.2 CURE PERIOD

☐ No cure period for payment defaults
☐ [30] day cure period for covenant defaults capable of cure
☐ No cure period for representation defaults, insolvency, or other non-curable defaults

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ARTICLE IX: REMEDIES

SECTION 9.1 ACCELERATION

Upon the occurrence of any Event of Default, Secured Party may declare all Obligations immediately due and payable without notice or demand.

SECTION 9.2 UCC REMEDIES

Secured Party shall have all rights and remedies of a secured party under the UCC, including:

(a) Possession. Take possession of the Collateral without judicial process, wherever found, if this can be done without breach of the peace (UCC § 9-609);

(b) Assembly. Require Debtor to assemble the Collateral and make it available at a location designated by Secured Party;

(c) Disposition. Sell, lease, license, or otherwise dispose of the Collateral at public or private sale (UCC § 9-610);

(d) Purchase. Purchase the Collateral at any public sale and at any private sale if permitted by law;

(e) Collection. Collect Accounts, Instruments, and other Collateral directly from Account Debtors (UCC § 9-607);

(f) Use of Debtor's Premises. Use Debtor's premises, equipment, and personnel to collect Accounts, complete work in process, and prepare Collateral for sale;

(g) Acceptance. Accept Collateral in full or partial satisfaction of Obligations (UCC § 9-620).

SECTION 9.3 NOTICE OF SALE

Secured Party shall give Debtor not less than TEN (10) DAYS' prior written notice of any public or private sale of Collateral. Debtor agrees that such notice constitutes commercially reasonable notice.

SECTION 9.4 COMMERCIALLY REASONABLE DISPOSITION

All aspects of any disposition of Collateral, including method, manner, time, place, and terms, shall be commercially reasonable. The following shall be deemed commercially reasonable:

(a) Sale in accordance with recognized security industry practices;
(b) Sale at prevailing market prices;
(c) Private sale to a party who will put the Collateral to its intended use;
(d) Sale through a broker or dealer.

SECTION 9.5 APPLICATION OF PROCEEDS

Proceeds from any collection or disposition shall be applied:

First: To all costs of collection, enforcement, and disposition, including reasonable attorneys' fees;
Second: To accrued and unpaid interest;
Third: To outstanding principal;
Fourth: To other Obligations;
Fifth: Any surplus to Debtor or as required by law (UCC § 9-615).

SECTION 9.6 DEFICIENCY

Debtor shall remain liable for any deficiency remaining after application of Proceeds.

SECTION 9.7 CUMULATIVE REMEDIES

All remedies are cumulative and not exclusive. No delay or failure to exercise any remedy shall constitute a waiver.

SECTION 9.8 WAIVER OF DEFENSES

To the fullest extent permitted by law, Debtor waives:

(a) Any requirement of marshaling assets;
(b) Any requirement to proceed against Debtor before proceeding against Collateral;
(c) Any requirement to proceed against Collateral before pursuing other remedies;
(d) All suretyship defenses.

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ARTICLE X: GENERAL PROVISIONS

SECTION 10.1 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], including Article 9 of the UCC as enacted in [STATE].

SECTION 10.2 JURISDICTION AND VENUE

(a) Jurisdiction. The parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY], [STATE].

(b) Venue. Venue shall be proper in [COUNTY], [STATE].

(c) Waiver of Objection. Debtor waives any objection to jurisdiction or venue based on inconvenient forum.

SECTION 10.3 JURY WAIVER

☐ JURY WAIVER APPLICABLE:

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT, THE OBLIGATIONS, THE COLLATERAL, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR ACTIONS OF EITHER PARTY.

☐ NO JURY WAIVER - Parties retain right to jury trial

SECTION 10.4 NOTICES

All notices shall be in writing and shall be deemed given when:
(a) Delivered personally;
(b) Sent by certified mail, return receipt requested;
(c) Sent by overnight courier; or
(d) Sent by email (with confirmation of receipt).

Notices shall be sent to the addresses set forth in Article I or as otherwise designated in writing.

SECTION 10.5 AMENDMENTS

This Agreement may be amended only by written instrument signed by both parties.

SECTION 10.6 SEVERABILITY

If any provision of this Agreement is invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SECTION 10.7 WAIVER

No delay or failure to exercise any right shall constitute a waiver. Any waiver must be in writing.

SECTION 10.8 SUCCESSORS AND ASSIGNS

This Agreement binds and benefits the parties and their respective heirs, executors, administrators, successors, and assigns. Debtor may not assign without Secured Party's consent. Secured Party may assign freely.

SECTION 10.9 ENTIRE AGREEMENT

This Agreement, together with the other Loan Documents, constitutes the entire agreement between the parties concerning the subject matter hereof.

SECTION 10.10 COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original.

SECTION 10.11 ELECTRONIC SIGNATURES

Electronic signatures and delivery shall be valid and enforceable.

SECTION 10.12 INDEMNIFICATION

Debtor shall indemnify, defend, and hold harmless Secured Party from and against all claims, losses, liabilities, costs, and expenses (including attorneys' fees) arising from:

(a) This Agreement or the Collateral;
(b) Any breach by Debtor;
(c) Any claim by a third party relating to the Collateral;

except claims arising solely from Secured Party's gross negligence or willful misconduct.

SECTION 10.13 COSTS AND EXPENSES

Debtor shall pay all costs and expenses incurred by Secured Party in connection with:

(a) Perfecting and maintaining perfection of the security interest;
(b) Protecting, preserving, and enforcing rights in the Collateral;
(c) Collecting the Obligations;
(d) Enforcing this Agreement, including attorneys' fees.

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ARTICLE XI: SIGNATURES

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

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SECURED PARTY:

[SECURED PARTY NAME]

Signature	________________________________
Printed Name	[NAME]
Title	[TITLE]
Date	[MM/DD/YYYY]

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DEBTOR:

[DEBTOR NAME]

Signature	________________________________
Printed Name	[NAME]
Title (if entity)	[TITLE]
Date	[MM/DD/YYYY]

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EXHIBITS

EXHIBIT A: SPECIFIC COLLATERAL DESCRIPTION

[DETAILED DESCRIPTION OF SPECIFIC COLLATERAL INCLUDING SERIAL NUMBERS, VINs, ACCOUNT NUMBERS, ETC.]

EXHIBIT B: DEBTOR NAME/STRUCTURE CHANGES (PAST 5 YEARS)

Date	Previous Name/Structure	New Name/Structure
[DATE]	[PREVIOUS]	[NEW]

EXHIBIT C: PERMITTED LIENS

Lienholder	Collateral	Approximate Amount
[NAME]	[COLLATERAL]	$[AMOUNT]

EXHIBIT D: COLLATERAL LOCATIONS

Location Address	Type of Collateral
[ADDRESS]	[EQUIPMENT/INVENTORY/ETC.]

EXHIBIT E: DEPOSIT ACCOUNTS

Bank Name	Account Number	Account Type	Current Balance
[BANK]	[NUMBER]	[TYPE]	$[AMOUNT]

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PERFECTION CHECKLIST

☐ Security Agreement executed by Debtor (authenticated - UCC § 9-102(a)(7))
☐ Collateral description reasonably identifies collateral (UCC § 9-108)
☐ Debtor's exact legal name verified (UCC § 9-503)
☐ Value given by Secured Party
☐ Debtor has rights in collateral
☐ UCC-1 Financing Statement filed (UCC § 9-310)
☐ Filed in correct jurisdiction (UCC § 9-301)
☐ Control agreements executed (deposit accounts, investment property)
☐ Possession obtained (instruments, certificated securities)
☐ Certificate of title lien noted (titled vehicles)
☐ Fixture filing completed (if fixtures)
☐ UCC search conducted - verify priority
☐ Calendar continuation statement deadline (5 years)
☐ Insurance verified
☐ Legal counsel review completed

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UCC ARTICLE 9 CITATIONS

Attachment and Enforceability

• § 9-102: Definitions
• § 9-108: Sufficiency of description
• § 9-201: General effectiveness of security agreement
• § 9-203: Attachment and enforceability

Perfection

• § 9-308: When security interest perfected
• § 9-310: Filing required (general rule)
• § 9-312: Perfection by filing
• § 9-313: Perfection by possession
• § 9-314: Perfection by control
• § 9-315: Perfection of security interest in proceeds

Priority

• § 9-317: Priority over unperfected security interests
• § 9-322: First-to-file-or-perfect rule
• § 9-324: PMSI priority

Default and Remedies

• § 9-601: Rights after default
• § 9-607: Collection and enforcement
• § 9-609: Secured party's right to possession
• § 9-610: Disposition of collateral
• § 9-611: Notification before disposition
• § 9-615: Application of proceeds
• § 9-620: Acceptance in satisfaction

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This comprehensive Security Agreement template is for professional use. Verify all terms, perfection requirements, and state-specific provisions before execution.