SECURITY AGREEMENT 1203
Equipment
Section 1.----------------------------------------------------------------------
(Name)
------------------------------------------------------------------------, Oregon
(No. and Street) (City or Town) (County)
(hereinafter called the debtor), for a valuable consideration, receipt whereof
hereby is acknowledged, hereby grants to ---------------------------------------
-------------------------------------------------------------------- hereinafter
called the secured party, whose address is --------------------------------,
a security interest in the following described property together with all
accessories, substitutions, additions, replacements, parts and accessions
affixed to or used in connection therewith as well as the proceeds thereof (all
hereinafter called "the Collateral"):
to secure payment of the debtor's debt to the secured party as evidenced hereby
and by debtor's note of even date herewith payable to the secured party in the
amount of $--------- payable on the terms, at the times and with interest as set
forth in said note; (if applicable, delete the remainder of this sentence) also
to secure any and all other liabilities, direct and indirect, absolute or
contingent, now existing or hereafter arising from the debtor to the secured
party (said note and said liabilities hereinafter collectively are called "the
obligations"). Debtor agrees to pay said note and obligations and if any portion
thereof, principal or interest, is not paid when due and such default continues
for more than 10 days, debtor agrees to pay, in addition to the foregoing,
secured party's reasonable costs of collection including reasonable attorney's
fees.
Section 2. The debtor hereby warrants and covenants that:
2.1 The collateral is bought primarily for [ ] debtor's personal,
family, household or agricultural purposes, [ ] debtor's business or commercial,
other than agricultural, purposes (indicate which) and if any part of the
Collateral is being acquired, in whole or in part, with the proceeds of said
note, the secured party may disburse directly to the seller of the Collateral.
2.2 At all times the Collateral will be kept at ----------------------
----------------------------------------------------------------------------- in
------------------- County, Oregon, and shall not be removed from said location,
in whole or in part, until such time as written consent to a change of location
is obtained by debtor from the secured party.
2.3 If the Collateral is for debtor's business or commercial, other
than agricultural purposes, the debtor's principal place of business in Oregon
is that shown at the beginning of this agreement; debtor also has places of
business in the following other Oregon counties:-------------------------------;
if debtor has no place of business in Oregon but resides therein, the county in
which debtor resides is --------------------- County in said state.
2.4 If debtor is a corporation, it is organized and existing under the
laws of the State of ---------------------and its principal office and place of
business is located at ---------------------------------- and its principal
office and place of business in Oregon is located at the place shown at the
beginning of this agreement.
2.5 If the Collateral is or is to become attached to real estate, a
description of the real estate is:
in ------------------------- County, Oregon, and if the Collateral is attached
to real estate prior to the perfection of the security interest granted hereby,
the debtor will on the demand of the secured party furnish the latter with
disclaimers or subordination agreements in form suitable to the secured party,
signed by all persons having an interest in said real estate or any interest in
the Collateral which is prior to the secured party's interest.
2.6 If motor vehicles are included in the above described Collateral,
the secured party's security interest is to be noted on each certificate of
title and each of said certificates shall then be deposited with and kept by the
secured party.
---------
Section 3. SPECIAL TERMS AND CONDITIONS
This agreement is subject to the additional provisions set forth on the
reverse hereof, the same being incorporated herein by reference. The debtor
acknowledges receipt of a complete executed copy of this agreement.
Executed and delivered in duplicate on this ---- day of ----------------, 19----
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(Secured Party)
By------------------------------------------------------------------------------
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(Signature of Debtor)
---------
NOTE: If the above contract is a consumer credit transaction and
therefore within the purview of the Truth-in-Lending Act and
Regulation Z, the secured party MUST comply with the Act and
the Regulation by making the required disclosures to the
debtor; for this purpose use Xxxxxxx-Xxxx Form No. 1310 or
equivalent. This form not suitable in connection with sales of
motor vehicles or other goods in Retail Installment
Transactions. See complete list of Security Agreements and
Retail Installment Contracts.
Form No. 1203--Security Agreement--Equipment
Xxxxxxx-Xxxx Law Publishing Co.
Xxxxxxxx, Xxxxxx 00000
(SN)
S-N Form No. 1203--UCC Series
ADDITIONAL PROVISIONS
Section 4. The debtor hereby further warrants and covenants that:
4.1 No financing statement covering any of the Collateral described on
the reverse hereof, or the products or proceeds thereof, is on file in any
public office. The debtor is the owner of said Collateral and each and every
part thereof free from any prior lien, security interest or encumbrance and will
defend the Collateral against the claims and demands of all persons whomsover.
4.2 The debtor will not sell, exchange, lease or otherwise dispose of
the Collateral, or any part thereof, or suffer or permit any lien, levy or
attachment thereon or security interest therein or financing statement to be
filed with reference thereto, other than that of the secured party.
4.3 Debtor will maintain the collateral in good condition and repair
and preserve the same against waste, loss, damage or depreciation in value other
than by reasonable wear. The debtor will not use any of the collateral in
violation of any law or public regulation. Secured party may examine and inspect
the Collateral at any reasonable times, wherever located and for that purpose
hereby is authorized by debtor to enter any place or places where any part of
the Collateral may be.
4.4 Debtor will keep the Collateral fully insured against loss or
damage by fire, theft (and collision if applicable) and such other hazards as
secured party may from time to time require, with such deductible provisions,
upon such terms, including loss payable and other endorsements, and in such
company or companies as the secured party may approve; debtor immediately will
deliver all policies to the secured party, to be retained by the latter in
pledge to secure debtor's obligations hereunder, with irrevocable authority to
adjust any loss, receive and receipt for any sum payable, surrender any policy,
discharge and release any insurer, endorse in debtor's name any loss or refund
check or draft and, in general, exercise in the name of the debtor or otherwise,
any and all rights of the debtor in respect thereto or in respect to the
proceeds thereof.
4.5 Debtor will pay, when due, all taxes, license fees and assessments
relative to the Collateral and its use and relative to the note and obligations
secured hereby. Should debtor fail in his performance of any of the foregoing,
the secured party may pay any security interest having priority hereto, may
order and pay for the repair, maintenance and preservation of the Collateral, or
any part thereof, may place and pay for any such insurance and may pay any such
taxes; the debtor agrees to pay to the secured party on demand all of the
latter's disbursements for any of said purposes with interest at ten percent per
annum on all sums so paid from the date of payment until repaid. Repayment of
all said sums shall be secured by this Security Agreement.
4.6 The debtor agrees to notify the secured party promptly in writing
of any change in his business or residence address or in the location where the
collateral is kept.
4.7 In the event of any assignment by the secured party of this
agreement or his rights hereunder, debtor will not assert as a defense,
counter-claim, set-off or otherwise against secured party's assignee any claim,
known or unknown, which debtor now has or claims to have or hereafter acquires
against the secured party. However, notwithstanding any such assignment, secured
party shall be liable to the debtor as if such assignment has not been made.
4.8 The debtor will join with the secured party in executing, filing
and doing whatever may be necessary under applicable law to perfect and continue
the secured party's security interest in the Collateral, all at debtor's
expense.
4.9 Debtor hereby consents to any extension of time of payment and to
any substitution, exchange or release of Collateral and to the addition to or
release of any party or person primarily or secondarily liable for the
obligations, or part thereof.
Section 5. General Provisions:
5.1 The note which this agreement secures is a separate instrument and
may be negotiated, extended or renewed by the secured party without releasing
the debtor, the Collateral or any guarantor or co-maker.
5.2 All of the terms herein and the rights, duties and remedies of the
parties shall be governed by the laws of Oregon. Any part of this agreement
contrary to the law of any state having jurisdiction shall not invalidate other
parts of this agreement in that state.
5.3 All of the benefits of this agreement shall inure to the secured
party, his successors in interest and assigns and the obligations hereunder
shall be binding upon the debtor, his legal representatives, successors and
assigns.
5.4 If there be more than one debtor or a guarantor or co-maker of the
note or this agreement, the obligation of each and all shall be primary and
joint and several.
5.5 The secured party shall not be deemed to have waived any of his
rights under this or any other agreement executed by the debtor unless the
waiver is in writing signed by the secured party. No delay in exercising secured
party's rights shall be a waiver nor shall a waiver on one occasion operate as a
waiver of such right on a future occasion.
5.6 Each notice from one to the other party to this agreement shall be
sufficient if served personally or given by U.S. registered or certified mail,
or by telegraph, addressed to the other party at his address as set forth on the
reverse hereof, or as said address may be changed by written notice to the other
given pursuant to this paragraph. Reasonable notice, when notice is required,
shall be deemed to be five days from date of mailing.
5.7 In construing this security agreement the masculine pronoun shall
include the feminine and the neuter and the singular shall include the plural,
as the circumstances may require. Further, the debtor is the customer and the
secured party is the creditor within the meaning of Regulation Z and the
Truth-in-Lending Act.
5.8 A carbon impression of any signatures on any copy of this contract
shall be deemed, for all purposes, an original signature.
Section 6. Default:
6.1 Time is of the essence hereof. The debtor shall be in default under
this agreement upon the happening of any of the following events or conditions:
(a) Debtor's failure to pay, when due, the principal of or
interest on said note or obligations, or any installment
thereof;
(b) Debtor's failure to keep, observe or perform any provision of
this agreement or any other agreement between him and the
secured party;
(c) The discovery of any misrepresentation, or material falsity of
any warranty, representation or statement made or furnished by
debtor to the secured party whether or not in connection with
this agreement;
(d) Loss, theft or destruction of or substantial damage to any of
the Collateral;
(e) The secured party deems or has reasonable cause to deem
himself insecure;
(f) Failure or termination of the business of, or commencement of
any insolvency or receivership proceedings by or against the
debtor, or if the debtor or any guarantor or co-maker of said
note dies or becomes insolvent, and if debtor or any guarantor
or co-maker of said note is a partnership, the death of any
partner.
Section 7. Remedies of Secured Party:
7.1 Upon debtor's default, secured party shall have each and all of the
rights and remedies granted to him by the Uniform Commercial Code of Oregon, by
the said note and by this agreement and may declare the note and obligations
immediately due and payable and may require debtor to assemble the Collateral
and make it available to the secured party at a place to be designated by the
secured party which is reasonably convenient to both parties. The debtor agrees
to pay the secured party's reasonable attorney's fees and other expenses
incurred by the latter in retaking, holding, preparing for sale and realizing on
said Collateral. Should suit or action be instituted on this contract, on the
said note or to replevy said collateral, or any part thereof, debtor agrees to
pay (1) plaintiff's reasonable attorney's fees to be fixed by the trial court
and (2) on appeal, if any, similar fees in the appellate court to be fixed by
the appellate court, and all said sums shall be included in the obligations
secured hereby.
