Security Agreement Template

In this Agreement, the following terms have the meanings set forth below, and such meanings apply equally to the singular and plural forms of the terms defined.

"Account" means any right of the Debtor to payment for goods sold or leased, services rendered, or any other obligation owed to the Debtor, whether or not earned by performance, together with all related security, guaranties, and supporting obligations.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [city/jurisdiction] are authorized or required by law to be closed.

"Collateral" means all of the property and assets described in the section of this Agreement entitled Description of Collateral, wherever located, whether now owned or existing or hereafter acquired or arising, together with all Proceeds thereof.

"Credit Documents" means this Agreement, [the Loan Agreement], any promissory note, and every other agreement, instrument, certificate, and document now or hereafter executed or delivered by the Debtor in favor of the Secured Party in connection with any Secured Obligation, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Event of Default" means any event or condition described as such in the section of this Agreement entitled Events of Default.

"Governmental Authority" means any federal, state, provincial, local, or foreign government, any court, tribunal, agency, regulatory body, or other instrumentality exercising executive, legislative, judicial, regulatory, or administrative functions.

"Lien" means any mortgage, pledge, security interest, charge, hypothecation, assignment by way of security, encumbrance, lien (statutory or otherwise), preference, priority, or other preferential arrangement of any kind, including any conditional sale or title retention arrangement.

"Permitted Liens" means (i) Liens in favor of the Secured Party; (ii) Liens for taxes, assessments, or governmental charges not yet due or being contested in good faith by appropriate proceedings with adequate reserves established and no risk of forfeiture of the Collateral; and (iii) such other Liens as the Secured Party may expressly approve in writing in its sole discretion, as specified in [description of permitted liens, if any].

"Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated association, joint venture, Governmental Authority, or other entity.

"Proceeds" means all property of any kind received or receivable upon the sale, lease, license, exchange, collection, or other disposition of, or other dealing with, any Collateral, and all insurance proceeds, indemnity payments, condemnation awards, rents, dividends, distributions, and other amounts payable in respect of, or on account of loss of or damage to, any Collateral.

"Secured Obligations" has the meaning given in the section of this Agreement entitled Secured Obligations.

"Uniform Code" means the body of commercial law in force in [governing jurisdiction] governing secured transactions, as amended from time to time, and any term used herein that is defined therein and not otherwise defined in this Agreement has the meaning given in that body of law.

The words "include," "includes," and "including" are deemed to be followed by "without limitation." The words "herein," "hereof," and "hereunder" refer to this Agreement as a whole. References to sections are to sections of this Agreement, and headings are for convenience only and do not affect interpretation. References to any agreement or instrument are to that agreement or instrument as amended, restated, supplemented, or replaced from time to time, and references to any law include that law as amended or replaced. Monetary amounts stated in this Agreement are denominated in [currency].

No provision of this Agreement shall be construed against the Secured Party by reason of its having drafted, or participated in the drafting of, this Agreement. In the event of any conflict between this Agreement and any other Credit Document concerning the Collateral or the rights and remedies of the Secured Party in respect thereof, the provision more favorable to the Secured Party shall control.

As security for the full and punctual payment and performance of all Secured Obligations, the Debtor hereby irrevocably and unconditionally grants, pledges, assigns, and transfers to the Secured Party, for its benefit, a continuing first-priority security interest in and Lien upon all of the Debtor's right, title, and interest in, to, and under the Collateral, whether now owned or existing or hereafter acquired or arising and wherever located.

The security interest granted hereby attaches to each item of Collateral immediately upon the Debtor acquiring rights therein, without further act or formality, and the Debtor acknowledges that value has been given and that it has, or will have, rights in the Collateral sufficient for attachment.

The security interest granted hereby shall extend to all Proceeds, products, accessions, substitutions, replacements, and renewals of the Collateral, and shall continue in any Collateral that is sold, exchanged, or otherwise disposed of in violation of this Agreement, notwithstanding any knowledge or lack of objection on the part of the Secured Party.

The grant of the security interest hereunder does not constitute an assumption by the Secured Party of any obligation or liability of the Debtor in respect of the Collateral, and the Debtor shall remain solely liable to perform all duties and obligations under any contract, license, or other agreement forming part of the Collateral.

To the extent that any provision of any contract, license, or permit included in the Collateral prohibits or restricts the assignment of, or the grant of a security interest in, the Debtor's rights thereunder, the security interest granted hereby shall nonetheless attach to the fullest extent permitted by applicable law, including in respect of all Proceeds and the right to receive payment thereunder, and the Debtor shall use its best efforts to obtain all consents necessary to remove such restriction.

The Secured Party's rights under this Agreement are in addition to, and not in substitution for, any other Lien, guaranty, or right of set-off held by or available to the Secured Party, and the Debtor hereby grants the Secured Party a right of set-off against all deposits and other obligations owed by the Secured Party to the Debtor.

The security interest granted hereby secures the prompt and complete payment and performance when due, whether at stated maturity, by acceleration, demand, or otherwise, of all present and future debts, obligations, and liabilities of the Debtor to the Secured Party of every kind and description, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, liquidated or unliquidated, due or to become due, and whether arising under the Credit Documents or otherwise (collectively, the "Secured Obligations").

Without limiting the foregoing, the Secured Obligations include (i) the principal amount of all loans, advances, and other credit extended by the Secured Party, up to [maximum principal amount, if any]; (ii) all interest, including interest accruing at the default rate and interest accruing after the commencement of any insolvency or similar proceeding, whether or not allowed as a claim in such proceeding; (iii) all fees, premiums, charges, and indemnities; and (iv) all costs and expenses payable under this Agreement.

The Secured Obligations include all obligations arising under any agreement or instrument entered into between the Debtor and the Secured Party after the Effective Date, any renewal, extension, refinancing, increase, or restructuring of any existing obligation, and any obligation acquired by the Secured Party from a third party by assignment, purchase, or otherwise.

The Secured Obligations include all obligations of the Debtor arising under any hedging, treasury, cash management, or similar arrangement with the Secured Party or its affiliates, and all obligations of the Debtor to repay any amount received by the Secured Party that is subsequently avoided, set aside, or required to be repaid under any insolvency, fraudulent transfer, or similar law.

The Secured Obligations shall not be reduced, discharged, or otherwise affected by any intervening payment, any fluctuation in the balance of any account, any amendment, waiver, or indulgence granted by the Secured Party, or the fact that at any time no amount is outstanding, it being intended that this Agreement secure all present and future debts of the Debtor to the Secured Party until terminated in accordance with this Agreement.

The "Collateral" consists of all assets and personal property of the Debtor, of every kind and nature, whether now owned or hereafter acquired, and wherever located, including all of the following: all Accounts; all chattel paper, whether tangible or electronic; all contract rights and general intangibles, including payment intangibles, software, goodwill, customer lists, and rights to tax refunds; all goods, including equipment, machinery, vehicles, furniture, fixtures, and tooling; and all inventory, including raw materials, work in process, finished goods, and goods held for sale or lease.

The Collateral further includes all deposit accounts, securities accounts, and securities entitlements, together with all cash, money, and funds credited thereto; all investment property, including stock, membership interests, partnership interests, bonds, and other securities and financial assets; all instruments, promissory notes, documents of title, and letters of credit and letter-of-credit rights; and all commercial tort claims described in a written notice from the Debtor to the Secured Party from time to time.

The Collateral further includes all intellectual property of the Debtor, including patents, trademarks, service marks, trade names, copyrights, trade secrets, domain names, know-how, designs, and licenses of any of the foregoing, together with all registrations and applications therefor, all renewals and extensions thereof, all income and royalties therefrom, and all rights to sue for past, present, and future infringement.

The Collateral further includes all real property interests of the Debtor to the extent a security interest therein may be created by this Agreement, all fixtures, and all leasehold interests, and the Debtor agrees to execute, upon request, separate mortgages, deeds of trust, or similar instruments in form satisfactory to the Secured Party in respect of any real property owned or leased by the Debtor as described in [description of material real property, if any].

The Collateral further includes all books, records, ledgers, data, computer programs, and information storage media relating to any of the foregoing, all supporting obligations, guaranties, and security for any of the foregoing, and all Proceeds, products, accessions, additions, and replacements of any of the foregoing.

The enumeration of specific categories of Collateral shall not limit the generality of the grant of a security interest in all assets of the Debtor. Where a category is defined in the Uniform Code, it shall be construed in the broadest sense permitted thereby, and any asset that is not within a specified category shall nonetheless constitute Collateral to the extent of the Debtor's rights therein.

The Collateral does not include any asset that, by applicable law, cannot validly be subjected to a security interest in favor of the Secured Party, but only for so long as and to the extent such prohibition is effective; provided that the Collateral shall include all Proceeds of such asset to the extent a security interest therein is permitted, and such exclusion shall automatically cease to apply when the prohibition lapses.

The Debtor authorizes the Secured Party to file, at any time and without the signature of the Debtor to the extent permitted by law, financing statements, continuation statements, amendments, and other filings in any jurisdiction describing the Collateral as "all assets of the Debtor" or in any similar manner, and to make all other filings and registrations that the Secured Party considers necessary or desirable to perfect, protect, or maintain the priority of its security interest.

The Debtor shall, at its own expense and promptly upon request, take all actions necessary or reasonably requested by the Secured Party to perfect and maintain a valid and enforceable first-priority security interest in the Collateral, including delivering to the Secured Party possession of all instruments, certificated securities, chattel paper, and documents of title, duly endorsed in blank or accompanied by instruments of transfer.

The Debtor shall, with respect to each deposit account, securities account, and commodity account constituting Collateral, enter into, and cause the relevant depositary bank or intermediary to enter into, a control agreement in form and substance satisfactory to the Secured Party, granting the Secured Party control over such account within [number] days after the Effective Date or the opening of such account.

The Debtor shall cause to be recorded or registered, in the appropriate offices, the Secured Party's interest in all intellectual property constituting Collateral, and shall obtain control over, or cause to be noted the Secured Party's interest on, any certificate of title for any vehicle or other titled goods included in the Collateral.

The Debtor shall obtain, where the Collateral is located on premises not owned by the Debtor, such landlord, bailee, warehouseman, and mortgagee waivers and access agreements as the Secured Party may require, in form and substance satisfactory to the Secured Party.

The Debtor shall not take any action that would impair the perfection or priority of the Secured Party's security interest, and shall give the Secured Party not less than [number] days' prior written notice of any change in its legal name, identity, organizational structure, jurisdiction of organization, or chief executive office.

The Debtor agrees that the Secured Party's security interest shall rank in priority to all other Liens on the Collateral other than Permitted Liens that have priority by operation of law, and the Debtor shall not enter into any subordination or intercreditor arrangement without the Secured Party's prior written consent.

The Debtor represents and warrants to the Secured Party, as of the Effective Date and as of each date on which credit is extended or any Collateral is acquired, that the Debtor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has full power and authority to own its assets, to carry on its business as currently conducted, and to execute, deliver, and perform this Agreement.

The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action, do not require any consent or approval that has not been obtained, do not contravene the Debtor's organizational documents, any law, or any judgment, and do not conflict with or result in a breach of or default under any agreement binding upon the Debtor or its assets. This Agreement constitutes the legal, valid, and binding obligation of the Debtor, enforceable against it in accordance with its terms.

The Debtor is the sole legal and beneficial owner of the Collateral, and has good and marketable title thereto, free and clear of all Liens other than Permitted Liens. No financing statement or other instrument evidencing a Lien on the Collateral is on file in any public office, other than those filed in favor of the Secured Party or in respect of Permitted Liens.

The Debtor's exact legal name, type of organization, jurisdiction of organization, organizational identification number, and chief executive office are as set forth in [Debtor's registration details]. The Collateral is located only at the locations specified in [Collateral locations] or as subsequently notified to the Secured Party in accordance with this Agreement.

All Accounts and chattel paper constituting Collateral are genuine, valid, and enforceable obligations of the account debtors, are not subject to any defense, set-off, or counterclaim except in the ordinary course of business and as disclosed in writing, and arise from bona fide transactions. All inventory is of good and merchantable quality and has been produced in compliance with applicable law.

There is no pending or, to the Debtor's knowledge, threatened litigation, investigation, or proceeding that could reasonably be expected to impair the Collateral, the Debtor's ability to perform the Secured Obligations, or the validity or priority of the Secured Party's security interest. The Debtor is not insolvent and will not be rendered insolvent by the transactions contemplated hereby.

The Debtor owns or has the valid right to use all intellectual property necessary to conduct its business, and such use does not infringe the rights of any Person. The Debtor is in compliance with all applicable laws, including those relating to taxes, environmental matters, and sanctions, in all material respects.

All information furnished by the Debtor to the Secured Party is true, complete, and accurate in all material respects. The Secured Party is entitled to rely on the foregoing representations and warranties notwithstanding any investigation made by or on its behalf, and such representations and warranties shall survive the execution of this Agreement and each extension of credit.

The Debtor shall pay and perform all Secured Obligations when due in accordance with their terms, and shall comply with all covenants set forth in the Credit Documents, which are incorporated herein by reference.

The Debtor shall maintain its legal existence and good standing, and shall obtain, maintain, and comply with all licenses, permits, and authorizations necessary for its business and for the ownership and use of the Collateral. The Debtor shall comply in all respects with all applicable laws, regulations, and orders of any Governmental Authority.

The Debtor shall pay and discharge, before delinquency, all taxes, assessments, levies, and other charges imposed upon it or the Collateral, and all lawful claims that, if unpaid, could become a Lien on the Collateral, except to the extent contested in good faith by appropriate proceedings and adequately reserved against. If the Debtor fails to do so, the Secured Party may, but is not obligated to, pay the same, and the amount so paid shall be a Secured Obligation payable on demand with interest at the default rate.

The Debtor shall deliver to the Secured Party (i) within [number] days after the end of each fiscal year, audited annual financial statements; (ii) within [number] days after the end of each fiscal quarter, unaudited quarterly financial statements; (iii) within [number] days after the end of each [period], a schedule of Accounts and inventory in the form required by the Secured Party; and (iv) such other information regarding the Debtor, its business, and the Collateral as the Secured Party may reasonably request.

The Debtor shall give the Secured Party prompt written notice, and in any event within [number] Business Days, of (i) the occurrence of any Event of Default or any event that, with notice or lapse of time, would constitute an Event of Default; (ii) any Lien asserted against the Collateral other than Permitted Liens; (iii) any material loss, damage, or dispute affecting the Collateral; (iv) any litigation or proceeding involving an amount exceeding [threshold amount]; and (v) any change in the location of Collateral.

The Debtor shall defend the Collateral and the Secured Party's security interest therein against the claims and demands of all Persons, and shall promptly deliver to the Secured Party any Proceeds consisting of instruments, chattel paper, or cash that the Debtor receives while an Event of Default is continuing, holding all such items in trust for the Secured Party and not commingling them with other funds.

The Debtor shall maintain its principal operating and collection accounts with the Secured Party or at such other institutions as the Secured Party may approve in writing, and shall direct all account debtors, upon the Secured Party's request following an Event of Default, to make payments directly to an account designated by the Secured Party.

Without the prior written consent of the Secured Party, the Debtor shall not sell, lease, license, transfer, assign, exchange, abandon, or otherwise dispose of any Collateral or any interest therein, except for sales of inventory to buyers in the ordinary course of business for fair value, and disposals of worn-out or obsolete equipment not exceeding [threshold amount] in aggregate value in any fiscal year, provided that no Event of Default is then continuing.

The Debtor shall not create, incur, assume, or permit to exist any Lien on any Collateral other than Permitted Liens, and shall not file or authorize the filing of any financing statement naming any Person other than the Secured Party as secured party in respect of the Collateral, other than in respect of Permitted Liens.

The Debtor shall not, without the prior written consent of the Secured Party, (i) change its legal name, identity, form of organization, or jurisdiction of organization; (ii) merge, consolidate, amalgamate, or reorganize with or into any other Person; (iii) liquidate, wind up, or dissolve; or (iv) acquire all or substantially all of the assets or equity of any other Person.

The Debtor shall not, without the prior written consent of the Secured Party, remove any material Collateral from the locations specified in [Collateral locations], or move any Collateral outside of [jurisdiction], other than inventory in transit in the ordinary course of business.

The Debtor shall not incur any indebtedness for borrowed money, grant any guaranty, or make any loans, advances, or investments, other than as permitted under the Credit Documents or approved in writing by the Secured Party. The Debtor shall not declare or pay any dividend or distribution, or redeem any equity interest, while any Event of Default is continuing or if the same would cause an Event of Default.

The Debtor shall not amend, modify, terminate, or waive any material right under any contract, license, or instrument constituting a material part of the Collateral, nor compromise, settle, or extend the time for payment of any Account, other than in the ordinary course of business and consistent with past practice.

Any disposition of Collateral permitted hereunder shall not release the security interest of the Secured Party in the Proceeds thereof, and any purported disposition in violation of this Agreement shall be void as against the Secured Party to the fullest extent permitted by law.

The Debtor shall keep all Collateral in good condition, repair, and working order, ordinary wear and tear excepted, shall make all necessary repairs, replacements, and renewals thereof, and shall not use or permit the use of any Collateral in violation of law, any insurance policy, or any Credit Document.

The Debtor shall use and operate the Collateral only in the ordinary course of its business and in a careful and proper manner, by competent and duly qualified personnel, and in accordance with the manufacturer's specifications and recommendations.

The Debtor shall keep the Collateral at the locations specified in [Collateral locations], shall keep all tangible Collateral free from accessions or additions that would impair the Secured Party's interest, and shall not affix any Collateral to real property in such manner that it would become a part thereof, unless the Secured Party's interest therein is protected to its satisfaction.

The Debtor shall maintain the Collateral in a manner that preserves its value and shall protect and preserve its intellectual property by paying all maintenance and renewal fees, diligently prosecuting applications, and taking all steps reasonably necessary to prevent infringement, dilution, or abandonment of such property.

The Debtor shall mark, or permit the Secured Party to mark, the Collateral and the Debtor's records with a legend indicating the Secured Party's security interest, and shall, at the Secured Party's request, segregate and identify the Collateral from the property of others.

The Secured Party shall have no duty to preserve, protect, maintain, or insure the Collateral, to collect any amount in respect thereof, or to preserve rights against prior parties or any other Person, and its duty of care with respect to Collateral in its possession shall be satisfied if it exercises reasonable care in the custody and preservation thereof. All costs of preservation incurred by the Secured Party shall be Secured Obligations.

If the Debtor fails to perform any of its obligations under this section, the Secured Party may, without obligation and without waiving any default, perform such obligation on the Debtor's behalf, and all amounts so expended shall be payable by the Debtor on demand with interest at the default rate.

The Debtor shall, at its own expense, keep all insurable Collateral insured at all times with financially sound and reputable insurers acceptable to the Secured Party, against loss or damage by fire, theft, flood, explosion, and all other risks customarily insured against by companies engaged in similar businesses, and such other risks as the Secured Party may reasonably require, in each case for the full replacement value of such Collateral.

The Debtor shall also maintain commercial general liability insurance, business interruption insurance, and such other insurance as the Secured Party may require, in amounts not less than [minimum coverage amounts], and shall maintain all insurance required by law.

Each policy of property insurance shall name the Secured Party as sole lender's loss payee pursuant to a lender's loss payable endorsement in form satisfactory to the Secured Party, and each liability policy shall name the Secured Party as an additional insured. Each policy shall provide that it may not be cancelled, non-renewed, or materially modified without at least [number] days' prior written notice to the Secured Party, and that the interest of the Secured Party shall not be invalidated by any act or neglect of the Debtor.

The Debtor shall deliver to the Secured Party certified copies of all policies and evidence of premium payment on the Effective Date, upon each renewal, and at any other time upon request. If the Debtor fails to maintain insurance as required, the Secured Party may, but is not obligated to, procure such insurance at the Debtor's expense, and all premiums paid shall be Secured Obligations payable on demand.

The Debtor shall give the Secured Party immediate notice of any loss or damage to the Collateral exceeding [threshold amount]. The Secured Party is irrevocably authorized to make, settle, and adjust claims under any policy, to endorse the Debtor's name on any check or draft in payment thereof, and to receive and collect all insurance proceeds directly.

All insurance proceeds shall be paid to the Secured Party and, at its sole option and discretion, applied either to the reduction of the Secured Obligations, whether or not then due, in such order as the Secured Party may determine, or released to the Debtor for repair or replacement of the affected Collateral under conditions specified by the Secured Party, provided that no Event of Default is continuing. Any proceeds received by the Debtor shall be held in trust for the Secured Party and immediately paid over to it.

The Debtor shall keep complete, accurate, and up-to-date books and records of account and of the Collateral in accordance with generally accepted accounting principles applied consistently, and shall record in such books the security interest of the Secured Party where appropriate.

The Secured Party and its representatives, agents, and advisors shall have the right, at any time during normal business hours and upon reasonable notice (or at any time and without notice while an Event of Default is continuing), to enter any premises of the Debtor or where Collateral is located, to inspect, examine, appraise, and audit the Collateral, and to inspect and copy the books and records of the Debtor.

The Debtor shall make its officers, employees, and independent accountants available to the Secured Party for discussion of the Debtor's affairs and the Collateral, and hereby authorizes such accountants to disclose to the Secured Party any information they possess regarding the Debtor.

The Debtor shall bear the costs and expenses of all inspections, audits, and appraisals conducted by or on behalf of the Secured Party, up to [number] times per year in the absence of an Event of Default, and without limitation as to frequency or number while an Event of Default is continuing.

The Secured Party may at any time verify the Accounts directly with account debtors, may require the Debtor to deliver schedules, agings, and reports in such form and detail as the Secured Party may specify, and may take possession of or make copies of any records relating to the Collateral following an Event of Default.

The Debtor shall provide the Secured Party with such access to electronic records, systems, and data as is necessary to exercise its rights under this Agreement, and shall ensure that all third-party service providers maintaining records or data for the Debtor cooperate with the Secured Party in that regard.

Each of the following constitutes an "Event of Default" under this Agreement: (i) the Debtor fails to pay any Secured Obligation when due, whether at maturity, by acceleration, on demand, or otherwise, and such failure continues for [number] Business Days; or (ii) the Debtor fails to perform or observe any covenant in the sections of this Agreement entitled Negative Covenants and Restrictions on Disposition of Collateral, or Insurance and Loss Payee Provisions.

An Event of Default occurs if the Debtor fails to perform or observe any other term, covenant, or agreement contained in this Agreement or any other Credit Document and, if such failure is capable of remedy, it is not remedied within [number] days after the earlier of notice from the Secured Party or the Debtor becoming aware of such failure.

An Event of Default occurs if any representation, warranty, certification, or statement made by the Debtor in this Agreement or any other Credit Document or in any document delivered in connection herewith proves to have been incorrect or misleading in any material respect when made or deemed made.

An Event of Default occurs if the Debtor (i) becomes insolvent or is unable or admits in writing its inability to pay its debts as they become due; (ii) makes a general assignment for the benefit of creditors; (iii) commences, or has commenced against it, any proceeding under any bankruptcy, insolvency, reorganization, receivership, or similar law, which, if involuntary, is not dismissed within [number] days; or (iv) has a receiver, trustee, custodian, or similar official appointed over all or any substantial part of its assets.

An Event of Default occurs if (i) any Lien is levied, attached, or enforced against any material part of the Collateral, or any judgment exceeding [threshold amount] is entered against the Debtor and remains unsatisfied or unstayed for [number] days; (ii) the Debtor ceases or threatens to cease to carry on its business; or (iii) any material part of the Collateral is lost, stolen, destroyed, or damaged and not replaced or repaired.

An Event of Default occurs if (i) the Debtor defaults under any other agreement for borrowed money or material obligation to any Person, which default permits acceleration thereof; (ii) any Credit Document or the security interest granted hereby ceases to be in full force and effect, or ceases to constitute a valid and perfected first-priority Lien on the Collateral; or (iii) there occurs a change of control of the Debtor without the Secured Party's prior written consent.

An Event of Default occurs if any event occurs that, in the reasonable opinion of the Secured Party, has or could reasonably be expected to have a material adverse effect on the business, assets, or financial condition of the Debtor, the value of the Collateral, or the ability of the Debtor to perform the Secured Obligations. An Event of Default under any Credit Document shall constitute an Event of Default hereunder.

Upon the occurrence and during the continuance of an Event of Default, the Secured Party may, in its sole discretion and without notice or demand except as required by law, declare all or any part of the Secured Obligations immediately due and payable, whereupon the same shall become immediately due and payable; provided that such acceleration shall occur automatically upon any Event of Default arising from insolvency or bankruptcy proceedings.

Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have all rights and remedies of a secured party under the Uniform Code and other applicable law, in addition to all rights and remedies provided in this Agreement and the other Credit Documents, all of which are cumulative and not exclusive.

Without limiting the foregoing, the Secured Party may (i) take immediate possession of the Collateral, with or without judicial process, and for that purpose enter any premises where the Collateral may be located, to the extent permitted by law without breach of the peace; (ii) require the Debtor to assemble the Collateral and make it available at a place designated by the Secured Party that is reasonably convenient to both Parties; and (iii) operate, manage, or use the Collateral and carry on the Debtor's business to the extent necessary to preserve its value.

The Secured Party may notify any account debtor or other Person obligated on any Collateral to make payment directly to the Secured Party, may collect, compromise, settle, or extend any such obligation, may enforce any such obligation in the Debtor's name or its own, and may take control of any Proceeds, deposit accounts, and securities accounts, and apply all balances therein to the Secured Obligations.

The Secured Party may exercise all voting, consensual, and other rights of ownership relating to any investment property included in the Collateral, may transfer any such investment property into its own name or that of its nominee, and may receive all dividends, distributions, and payments thereon, and the Debtor waives all rights to exercise such rights from the date of the Event of Default.

The Secured Party may apply to any court of competent jurisdiction for the appointment of a receiver of the Collateral, and the Debtor consents to such appointment and waives any requirement that a bond be posted. The Secured Party may also use, license, or sublicense any intellectual property included in the Collateral, on a royalty-free basis, for the purpose of completing the production or sale of inventory and enforcing its rights.

The Debtor waives, to the fullest extent permitted by law, any right to notice or hearing prior to the exercise by the Secured Party of any right or remedy, any right to require marshaling of assets, and any right to require the Secured Party to proceed against any other Person or security before proceeding against the Collateral. No failure or delay by the Secured Party in exercising any right shall operate as a waiver thereof.

The Secured Party shall not be liable for any failure to collect any Account or realize any Collateral, nor for any loss or depreciation in value thereof, except to the extent caused by its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

The Secured Party may sell, lease, license, or otherwise dispose of any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, at public or private sale, by one or more contracts, as a unit or in parcels, at such times and places and on such terms as the Secured Party deems advisable, and the Secured Party may be the purchaser at any public sale and, where permitted by law, at any private sale.

The Secured Party shall give the Debtor not less than [number] days' prior written notice of the time and place of any public sale, or of the time after which any private sale or other intended disposition is to be made, which notice the Debtor agrees is commercially reasonable. Notice need not be given for Collateral that is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market.

The Debtor acknowledges that a private sale may result in proceeds less than a public sale, that the Secured Party may restrict prospective bidders or purchasers as to their intent to acquire for investment, and that no disposition shall be deemed commercially unreasonable solely because the Secured Party did not obtain a greater price or advertised or conducted the sale in a particular manner.

Upon any disposition, the purchaser shall acquire the Collateral free of any right of redemption, equity, or claim of the Debtor, all of which the Debtor hereby waives to the fullest extent permitted by law, and the Secured Party shall not be obligated to make any representation or warranty as to the Collateral. A written receipt of the Secured Party shall be a sufficient discharge to any purchaser, who shall not be obliged to see to the application of the purchase money.

The Secured Party may, in lieu of or in addition to disposition, propose to accept any Collateral in full or partial satisfaction of the Secured Obligations to the extent permitted by law, and the Debtor hereby consents to any such proposal.

The Proceeds of any collection, sale, or other realization of Collateral, and all other amounts received by the Secured Party, shall be applied in the following order: first, to all costs and expenses of the Secured Party, including those of retaking, holding, preparing for sale, and selling the Collateral and attorneys' fees; second, to accrued and unpaid interest, fees, and charges on the Secured Obligations; third, to the unpaid principal of the Secured Obligations and all other Secured Obligations in such order as the Secured Party elects; and fourth, subject to any rights of Persons with superior claims, to the Debtor or as a court may direct.

The Debtor shall remain liable for any deficiency remaining after application of the Proceeds, together with interest thereon at the default rate, and shall pay such deficiency to the Secured Party immediately upon demand. The Secured Party shall have no obligation to account for any surplus until it has received cash proceeds in final settlement.

The Debtor irrevocably appoints the Secured Party, and any officer, employee, or agent designated by it, as the Debtor's true and lawful attorney-in-fact, with full power of substitution, in the Debtor's name or otherwise, to take any action and execute any instrument that the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment is coupled with an interest and is irrevocable until the termination of this Agreement.

Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, and in respect of paragraphs (i) through (iii) below at any time, the attorney-in-fact may (i) sign and file financing statements and other perfection documents; (ii) endorse the Debtor's name on any check, draft, instrument, or other evidence of payment; (iii) pay or discharge taxes and Liens, and procure insurance; and (iv) demand, collect, sue for, compromise, and give discharges in respect of any Collateral.

The Secured Party may, upon an Event of Default, execute assignments, bills of sale, and other instruments of transfer in the Debtor's name in respect of any Collateral, and the Debtor ratifies and confirms all acts lawfully done by the attorney-in-fact pursuant to this power. Neither the Secured Party nor its designees shall be liable for any act or omission or error of judgment hereunder, except in the case of gross negligence or willful misconduct.

The Debtor shall, at its own expense and at any time upon request of the Secured Party, promptly execute, acknowledge, and deliver all further documents, instruments, and assurances, and take all further actions, that the Secured Party may reasonably request to create, perfect, preserve, protect, or enforce the security interest granted hereby or to exercise its rights and remedies.

If the Debtor acquires any commercial tort claim, any additional real property, any material intellectual property, or any other Collateral not already subject to a perfected Lien in favor of the Secured Party, the Debtor shall promptly notify the Secured Party and execute such supplemental documents as the Secured Party may request to bring such assets within the security interest created hereby.

The Debtor acknowledges that the rights of the Secured Party under this section are cumulative with, and in addition to, its other rights, and that the Secured Party shall have no obligation to exercise any of them. Any amount expended by the Secured Party in exercising its rights under this section shall be a Secured Obligation payable on demand.

The Debtor shall pay on demand all costs, fees, and expenses, including reasonable attorneys' fees and disbursements, incurred by the Secured Party in connection with the preparation, negotiation, execution, delivery, administration, amendment, waiver, and enforcement of this Agreement and the other Credit Documents, and in the filing, recording, perfection, protection, and release of the security interest, including all filing and search fees and all taxes and duties payable in connection therewith.

The Debtor shall pay on demand all costs and expenses incurred by the Secured Party in connection with the inspection, appraisal, preservation, collection, repossession, storage, preparation for sale, and sale or other realization of the Collateral, and in connection with any insolvency proceeding, workout, restructuring, or litigation relating to the Debtor, the Collateral, or the Secured Obligations.

The Debtor shall indemnify, defend, and hold harmless the Secured Party and its affiliates, and their respective directors, officers, employees, agents, successors, and assigns (each an "Indemnitee") from and against any and all claims, demands, actions, liabilities, losses, damages, penalties, judgments, costs, and expenses of any kind, including reasonable attorneys' fees, arising out of or relating to this Agreement, the Collateral, the use or operation thereof, any breach by the Debtor, or the exercise of any right or remedy hereunder, except to the extent finally determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.

The Debtor shall indemnify each Indemnitee against all liabilities arising under any environmental, health, or safety law in respect of the Collateral or any property of the Debtor, and against all taxes (other than taxes on the net income of the Secured Party) arising from payments hereunder, and all payments by the Debtor hereunder shall be made free of any set-off, counterclaim, deduction, or withholding, with gross-up of any amount so required to be deducted or withheld.

All amounts payable by the Debtor under this Agreement shall constitute Secured Obligations, shall bear interest from the date of expenditure until payment in full at the default rate specified in the Credit Documents or, if none is specified, at [default interest rate] per annum, and may be debited by the Secured Party to any account of the Debtor.

The Debtor's obligations under this section are independent of the other obligations of the Debtor, shall apply whether or not any Event of Default has occurred, and shall survive the release of the security interest, the repayment of the Secured Obligations, and the termination of this Agreement.

This Agreement and the security interest created hereby are continuing, shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full in cash and all commitments of the Secured Party to extend credit have terminated, and shall not be affected by any intermediate payment, settlement, or fluctuation in the amount of the Secured Obligations.

The Debtor's obligations hereunder shall not be discharged, impaired, or otherwise affected by any amendment, extension, renewal, waiver, or release of any Secured Obligation, any Credit Document, or any other security or guaranty; any failure or delay by the Secured Party in exercising any right; any change in the Debtor's constitution, structure, or ownership; or any other act, omission, or circumstance that might otherwise constitute a legal or equitable discharge or defense of a debtor or grantor of security.

If any payment received by the Secured Party in respect of the Secured Obligations is rescinded, avoided, or must otherwise be returned or restored by the Secured Party for any reason, including upon the insolvency, bankruptcy, or reorganization of the Debtor, the Secured Obligations shall be reinstated as though such payment had not been made, and this Agreement and the security interest shall continue or be reinstated accordingly.

Upon the indefeasible payment and performance in full of the Secured Obligations and the termination of all commitments of the Secured Party, the Secured Party shall, upon the written request and at the sole expense of the Debtor, execute and deliver such documents as the Debtor may reasonably request to evidence the termination of the security interest and the release of the Collateral, and shall return any possessory Collateral then held, in each case without recourse, representation, or warranty.

The Secured Party may release any part of the Collateral, or any Person liable for the Secured Obligations, or grant extensions and compromises, in its sole discretion, without affecting the security interest in the remaining Collateral or the liability of the Debtor, and no such release shall be effective unless in writing and signed by the Secured Party.

The Secured Party may assign or transfer all or any part of its rights and obligations under this Agreement, together with any Secured Obligations, to any Person without the consent of the Debtor, and the assignee shall have all of the rights of the Secured Party hereunder to the extent assigned. The Debtor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Secured Party.

This Agreement, and all claims, controversies, and disputes arising out of or relating to it, whether in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without giving effect to any choice-of-law or conflict-of-laws rules that would result in the application of the laws of any other jurisdiction; provided that the perfection, the effect of perfection or non-perfection, and the priority of the security interest in any Collateral may be governed by the law of another jurisdiction where mandatorily required.

The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiations between senior representatives for a period of [number] days following written notice of the dispute; provided that nothing in this section shall prevent or delay the Secured Party from exercising any right or remedy with respect to the Collateral, or from seeking injunctive or other provisional relief at any time.

Subject to the preceding clause, the courts of [court or jurisdiction] shall have exclusive jurisdiction to settle any dispute arising out of or relating to this Agreement, and the Debtor irrevocably submits to the jurisdiction of such courts and waives any objection to venue or any claim that such courts are an inconvenient forum. The foregoing shall not limit the right of the Secured Party to bring proceedings against the Debtor or the Collateral in any other court of competent jurisdiction, nor to enforce any judgment in any jurisdiction.

[Alternative, at the election of the Secured Party: any dispute may, at the Secured Party's option, be finally resolved by binding arbitration administered by [arbitral institution] under its rules in force, before [number] arbitrator(s), with the seat of arbitration in [city] and the language of arbitration being English.]

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

The Debtor irrevocably consents to service of process by registered mail or courier at its address set forth in this Agreement, or by any other method permitted by law, and agrees that such service shall be effective service. Notices under this Agreement shall be in writing and delivered by hand, courier, or registered mail to the addresses set forth below the Parties' signatures, or by email to the addresses so specified, and shall be deemed received upon delivery or, if sent by email, on the next Business Day.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings. It may be amended or waived only in a writing signed by the Secured Party and, in the case of an amendment, by the Debtor. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.

In the event of any conflict between this Agreement and any other Credit Document as to the Collateral or the rights of the Secured Party in respect thereof, this Agreement shall prevail to the extent of the conflict, and the Debtor agrees that all rights and remedies of the Secured Party under this Agreement are cumulative of those under any other Credit Document.