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 inapplicable, 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---
------------------------------------- ---------------------------------------
(Secured Party)
By----------------------------------- ---------------------------------------
---------------------------------------
(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 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 whomsoever.
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 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 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 the 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 and 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 had 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 other 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 the 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 agreement
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.
