What exactly is a Security Agreement?

A Security Agreement is a legally binding contract between a borrower (you, the business owner) and a lender that grants the lender a security interest in specific assets owned by your business. These assets serve as collateral for a loan or other financial obligation. The agreement specifies which assets are being pledged as security, outlines your responsibilities regarding those assets, and establishes the lender's rights if you default on your payments. It's the document that allows a lender to legally claim and potentially sell your pledged business assets if you fail to repay your loan according to the agreed terms.

What business assets can be used as collateral in a Security Agreement?

Almost any business asset with value can be used as collateral in a Security Agreement, including: equipment and machinery, inventory, accounts receivable, intellectual property (patents, trademarks, copyrights), vehicles, real estate owned by the business, investment securities, cash deposits, and even future assets your business may acquire. The agreement will specifically identify which assets are being pledged. Some lenders may require a 'blanket lien,' which covers all business assets, while others may accept specific assets that relate to the purpose of the loan.

How does a Security Agreement affect my day-to-day business operations?

While a Security Agreement is in effect, you typically maintain possession and use of your collateral assets for normal business operations. However, the agreement may place certain restrictions on what you can do with those assets. For example, you may be prohibited from selling pledged equipment without the lender's permission, required to maintain insurance on collateral items, or obligated to keep inventory levels above certain thresholds. You'll also need to maintain proper care of the assets to preserve their value. These restrictions vary by agreement, but the goal is to ensure the collateral maintains sufficient value to cover the outstanding loan balance.

What happens if I default on my loan with a Security Agreement in place?

If you default on your loan, the Security Agreement gives the lender the right to take possession of the collateral assets specified in the agreement. The lender can then sell these assets to recover the amount you owe. The specific default process will be outlined in your agreement, but typically includes: a formal notice of default, a cure period during which you can catch up on payments, repossession of the collateral if the default isn't cured, and sale of the assets. If the sale doesn't cover your full debt, you may still be responsible for the remaining balance (known as a deficiency judgment), depending on your agreement terms and state laws.

As a minority or women business owner (MWBE), are there special considerations for Security Agreements?

As an MWBE business owner, you should be aware that while the fundamental aspects of Security Agreements apply to all businesses, there may be specialized lending programs available that offer more favorable terms. Many government-backed loan programs, community development financial institutions (CDFIs), and certain banks have initiatives specifically designed to support MWBE businesses that may include more flexible collateral requirements or better terms. Before signing any Security Agreement, research MWBE-focused financing options through the Small Business Administration, state economic development agencies, and MWBE-focused lenders who may offer arrangements that better protect your business assets while supporting your growth.

How is a Security Agreement different from a personal guarantee?

A Security Agreement and a personal guarantee are distinct forms of loan security that function differently: A Security Agreement creates a lien on specific business assets that serve as collateral. If you default, the lender can only claim those specific assets identified in the agreement. A personal guarantee, however, makes you personally liable for the business debt, putting your personal assets (home, personal savings, etc.) at risk if the business cannot repay the loan. Many small business loans require both - a Security Agreement covering business assets and a personal guarantee as additional protection for the lender. As a business owner, you should clearly understand which of your assets (business and personal) are at risk before signing financing documents.

What should I negotiate in a Security Agreement before signing?

When reviewing a Security Agreement, consider negotiating these key points: (1) Limit the scope of collateral - try to secure specific assets rather than all business assets; (2) Include a release clause that removes the security interest once a certain percentage of the loan is repaid; (3) Negotiate clear definitions of what constitutes default and ensure reasonable cure periods; (4) Request that the lender subordinate their interest to allow you to obtain additional financing using the same assets; (5) Include provisions that allow you to sell or replace outdated equipment; (6) Ensure the agreement specifies how collateral will be valued if liquidated; and (7) Request that the lender provide written notice before taking any action against the collateral. Remember that everything is negotiable, especially if you have good credit or multiple financing options.

How do I know if the Security Agreement terms are fair for my small business?

To determine if Security Agreement terms are fair for your business, take these steps: (1) Compare offers from multiple lenders to understand standard terms in your industry; (2) Consult with a business attorney who specializes in commercial financing to review the agreement; (3) Ensure the collateral requirements are proportional to the loan amount; (4) Check that default terms provide reasonable opportunity to cure problems before asset seizure; (5) Verify that the agreement allows normal business operations and growth; (6) Consider how the pledged assets affect your ability to secure additional financing; and (7) Evaluate whether the financing structure aligns with your business plan and cash flow projections. For first-time business owners especially, professional legal review is crucial before signing any Security Agreement.

Security Agreement Guide for Small Business Owners: What You Need to Know

Learn what a Security Agreement means for your small business, how it affects your business assets, and what to consider before signing one when seeking financing.

Introduction

A Security Agreement is a legal document that creates a security interest in specific property (collateral) to secure the performance of an obligation, typically the repayment of a loan. As a small business owner seeking financing, you may be asked to sign a Security Agreement that gives your lender certain rights to your business assets if you default on your loan. This document essentially transforms an unsecured loan into a secured one, providing the lender with protection by allowing them to claim specific business assets if you fail to repay as agreed. Understanding the terms and implications of a Security Agreement is crucial before you commit your business assets as collateral for financing.

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Key Things to Know

1
A Security Agreement creates a legal claim (lien) on your business assets that serves as collateral for a loan or financing arrangement.
2
The lender can seize and sell the specified collateral assets if you default on your loan payments or violate other terms of your loan agreement.
3
You typically retain possession and use of the collateral assets during normal business operations as long as you're meeting your loan obligations.
4
The agreement may restrict what you can do with the collateral assets, such as selling them or moving them to different locations.
5
Security Agreements are filed publicly through UCC financing statements, which can affect your ability to use the same assets as collateral for additional financing.
6
Different types of assets require different documentation - for example, real estate requires a mortgage or deed of trust rather than a standard Security Agreement.
7
Consider working with lenders who specialize in your business type or industry, as they may offer more appropriate collateral requirements and terms.
8
Always have a qualified business attorney review any Security Agreement before signing to ensure you fully understand your obligations and the potential risks to your business.

Key decisions before you file

Before you file a Security Agreement in Delaware, a few decisions shape the document: which option to choose and what each one means. The Security Agreement guide walks through them.

Open the Security Agreement guide

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SECURITY AGREEMENT

1. PARTIES AND DATE

THIS SECURITY AGREEMENT (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and between:

SECURED PARTY: [SECURED PARTY NAME], a [ENTITY TYPE] with its principal place of business at [SECURED PARTY ADDRESS] (hereinafter referred to as the "Secured Party"); and

DEBTOR: [DEBTOR NAME], a [ENTITY TYPE] with its principal place of business at [DEBTOR ADDRESS] (hereinafter referred to as the "Debtor").

The Secured Party and Debtor are sometimes individually referred to as a "Party" and collectively as the "Parties."

2. RECITALS

WHEREAS, Debtor and Secured Party have entered into that certain [LOAN AGREEMENT/PROMISSORY NOTE] dated [DATE] (the "Loan Agreement"), pursuant to which Secured Party has agreed to extend credit to Debtor in the principal amount of [AMOUNT] (the "Loan"); and

WHEREAS, as a condition to extending such credit, Secured Party has required that Debtor grant to Secured Party a security interest in certain property of Debtor to secure the prompt payment and performance of all obligations of Debtor under the Loan Agreement and all other related documents (collectively, the "Obligations"); and

WHEREAS, Debtor has agreed to grant such security interest to Secured Party on the terms and conditions set forth in this Agreement.

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

3. DEFINITIONS

3.1 Defined Terms. All capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the Loan Agreement. In addition, the following terms shall have the following meanings:

3.1.1 "Collateral" means all of Debtor's right, title, and interest in and to the property described in Section 4 of this Agreement.

3.1.2 "Event of Default" means any of the events specified in Section 9 of this Agreement.

3.1.3 "Proceeds" means all proceeds (as defined in the UCC) and any and all amounts or items of property received when any Collateral or proceeds thereof are sold, exchanged, collected, or otherwise disposed of, both cash and non-cash, including proceeds of insurance, indemnity, warranty, or guarantee payable to Debtor from time to time with respect to any of the Collateral.

3.1.4 "Products" means any and all goods, inventory, equipment, fixtures, or other property now owned or hereafter acquired by Debtor that are or have been manufactured, processed, or assembled with, incorporated into, attached to, or affixed to any Collateral.

3.1.5 "UCC" means the Uniform Commercial Code as in effect from time to time in the State of [STATE].

4. GRANT OF SECURITY INTEREST

4.1 Grant of Security Interest. As security for the full and timely payment and performance of all Obligations, Debtor hereby pledges, assigns, transfers, and grants to Secured Party a continuing first-priority security interest in and to 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 regardless of where located (collectively, the "Collateral"):

4.1.1 Equipment. All equipment (as defined in the UCC), including, without limitation, all machinery, manufacturing equipment, data processing equipment, computers, office equipment, furnishings, furniture, fixtures, tools, parts, supplies, and motor vehicles of every kind and description, and all additions, substitutions, replacements, parts, accessories, and accessions to and for the foregoing, now owned or hereafter acquired by Debtor, together with all attachments, components, parts, equipment, and accessories installed thereon or affixed thereto;

4.1.2 Inventory. All inventory (as defined in the UCC), including, without limitation, all goods, merchandise, raw materials, work in process, finished goods, materials, and supplies of every nature which contribute to the finished products of Debtor's business, now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or consumed in Debtor's business, and all additions and accessions thereto and all documents of title evidencing or representing any part thereof;

4.1.3 Accounts. All accounts (as defined in the UCC), including, without limitation, all accounts receivable, contract rights, and general intangibles relating thereto, notes, drafts, and other forms of obligations owed to or owned by Debtor arising or resulting from the sale of goods or the rendering of services;

4.1.4 General Intangibles. All general intangibles (as defined in the UCC), including, without limitation, all payment intangibles, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, permits, franchises, customer lists, computer programs, software, technical data, marketing studies, and all applications for any of the foregoing, now owned or hereafter acquired by Debtor;

4.1.5 Chattel Paper. All chattel paper (as defined in the UCC), including, without limitation, all tangible and electronic chattel paper;

4.1.6 Instruments. All instruments (as defined in the UCC), including, without limitation, all promissory notes;

4.1.7 Documents. All documents (as defined in the UCC), including, without limitation, all warehouse receipts, bills of lading, and other documents of title;

4.1.8 Deposit Accounts. All deposit accounts (as defined in the UCC) maintained with any bank or financial institution;

4.1.9 Investment Property. All investment property (as defined in the UCC), including, without limitation, all securities, securities entitlements, securities accounts, commodity contracts, and commodity accounts;

4.1.10 Letter-of-Credit Rights. All letter-of-credit rights (as defined in the UCC);

4.1.11 Supporting Obligations. All supporting obligations (as defined in the UCC);

4.1.12 Commercial Tort Claims. All commercial tort claims (as defined in the UCC) identified and described on Schedule A attached hereto (if any);

4.1.13 After-Acquired Property. All property of the types described in Sections 4.1.1 through 4.1.12 that is acquired by Debtor after the date of this Agreement;

4.1.14 Proceeds and Products. All proceeds and products of the property described in Sections 4.1.1 through 4.1.13, including, without limitation, insurance proceeds and all claims against third parties for loss or damage to, or destruction of, or other involuntary conversion of any kind or nature of any or all of the Collateral; and

4.1.15 Records. All books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

4.2 Purchase Money Security Interest. To the extent that Secured Party has provided financing for the acquisition of any portion of the Collateral, this Agreement shall constitute a purchase money security interest under the UCC and shall be entitled to all of the rights and priorities provided to purchase money security interests under the UCC.

5. PERFECTION OF SECURITY INTEREST

5.1 Authorization to File Financing Statements. Debtor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any filing office in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Debtor is an organization, the type of organization, and any organization identification number issued to Debtor and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates.

5.2 Additional Documentation. Debtor agrees to execute and deliver to Secured Party such additional documents, instruments, certificates, and agreements as may be necessary or appropriate to perfect, preserve, or protect the security interest granted hereby, including, without limitation:

5.2.1 Any certificates of title or other evidence of ownership with respect to any of the Collateral, with the security interest of Secured Party properly noted thereon;

5.2.2 Any assignments, control agreements, landlord waivers, mortgagee waivers, or other agreements or instruments as Secured Party may reasonably request to maintain, protect, or perfect its security interest in the Collateral; and

5.2.3 Any other documents that Secured Party may reasonably request to perfect its security interest in any of the Collateral.

5.3 Delivery of Possessory Collateral. Promptly upon Secured Party's request, Debtor shall deliver to Secured Party, or an agent designated by it, possession of all Collateral that consists of certificated securities, instruments, chattel paper, and any other Collateral where possession is required or advisable for perfection of Secured Party's security interest. All such Collateral shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, in form and substance satisfactory to Secured Party.

5.4 Maintenance of Perfection. Debtor shall take all actions necessary or requested by Secured Party to maintain the continuous validity, perfection, and first priority of Secured Party's security interest in the Collateral, including, without limitation, obtaining and delivering to Secured Party all acknowledgments, receipts, and releases from landlords, warehousemen, and bailees having possession of any Collateral.

6. DEBTOR'S REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party as follows:

6.1 Title and Authority. Debtor has good and marketable title to the Collateral and has the right and authority to grant the security interest in the Collateral as provided in this Agreement. The Collateral is not subject to any lien, security interest, encumbrance, or claim of any third party of any kind, except for the security interest created by this Agreement and any other security interests expressly permitted under the Loan Agreement (collectively, "Permitted Liens").

6.2 Perfection. Upon the filing of UCC financing statements in the appropriate filing offices and/or the taking of possession or control by Secured Party of the Collateral with respect to which possession or control is required for perfection, Secured Party will have a valid, enforceable, and perfected first-priority security interest in the Collateral, subject only to Permitted Liens.

6.3 Organization and Good Standing. Debtor is a [ENTITY TYPE] duly organized, validly existing, and in good standing under the laws of [STATE/JURISDICTION], and has the power and authority to own its properties and to carry on its business as now being conducted.

6.4 Authority to Execute. Debtor has the full right, power, and authority to execute, deliver, and perform this Agreement and to grant the security interest in the Collateral as provided herein. The execution, delivery, and performance of this Agreement and the granting of the security interest have been duly authorized by all necessary corporate or other organizational action of Debtor.

6.5 No Violation. The execution, delivery, and performance of this Agreement and the granting of the security interest in the Collateral (a) do not violate any provision of law, rule, or regulation applicable to Debtor, (b) do not violate Debtor's organizational documents, (c) do not violate any judgment, order, or decree of any court or other governmental authority binding on Debtor, and (d) do not conflict with, result in a breach of, or constitute a default under any agreement, indenture, or instrument to which Debtor is a party or by which Debtor or any of its properties may be bound.

6.6 Location of Collateral. All tangible Collateral is located at the locations specified on Schedule B attached hereto. Debtor's chief executive office and principal place of business is located at the address set forth in the preamble to this Agreement. Debtor's exact legal name is as set forth in the preamble to this Agreement, and Debtor has not changed its name in the last five years. Debtor is organized under the laws of [STATE/JURISDICTION] and has not changed its jurisdiction of organization in the last five years.

6.7 No Litigation. There is no litigation, investigation, or proceeding pending or, to the best of Debtor's knowledge, threatened against or affecting the Collateral, Debtor, or this Agreement that could reasonably be expected to have a material adverse effect on the Collateral, the security interest created hereunder, or Debtor's ability to perform its obligations under this Agreement.

7. DEBTOR'S COVENANTS AND AGREEMENTS

Debtor covenants and agrees with Secured Party as follows:

7.1 Maintenance of Collateral. Debtor shall maintain the Collateral in good condition and repair, ordinary wear and tear excepted, and shall not permit anything to be done that may materially impair the value of any of the Collateral. Debtor shall not use the Collateral in violation of any law, rule, regulation, or policy of insurance affecting or covering the Collateral.

7.2 Insurance. Debtor shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks ordinarily insured against by other owners or users of such properties in similar businesses. All such insurance policies shall be in form, content, and amounts reasonably satisfactory to Secured Party, and shall be issued by insurers reasonably satisfactory to Secured Party. All such policies of insurance shall name Secured Party as an additional insured and lender's loss payee, and shall contain a clause requiring the insurer to give not less than thirty (30) days' prior written notice to Secured Party of any material alteration or cancellation of such policy. Debtor shall deliver to Secured Party certificates of insurance evidencing such coverage. In the event of failure to provide such insurance as herein required, Secured Party may, at its option, obtain such insurance and charge the cost thereof to Debtor, which amount shall be part of the Obligations. Debtor hereby assigns to Secured Party all rights to receive proceeds of insurance not exceeding the unpaid Obligations, directs any insurer to pay all proceeds directly to Secured Party, and authorizes Secured Party to endorse Debtor's name on any instrument for such payment.

7.3 Taxes and Assessments. Debtor shall pay promptly when due all taxes, assessments, and governmental charges or levies imposed upon the Collateral or in respect of its income or profits therefrom, as well as all claims of any kind against or affecting the Collateral, except that no such charge need be paid if (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Debtor has set aside on its books adequate reserves with respect thereto, and (c) the failure to pay such charge does not result in a lien or encumbrance on the Collateral.

7.4 Inspection Rights. Debtor shall permit Secured Party and its representatives to examine, inspect, and audit the Collateral wherever located, and to examine, inspect, and audit Debtor's books and records pertaining to the Collateral, at any reasonable time and from time to time upon reasonable notice to Debtor. Debtor shall maintain complete and accurate books and records with respect to the Collateral, and shall furnish Secured Party such reports relating to the Collateral as Secured Party shall from time to time reasonably request.

7.5 Prohibition on Sale or Transfer. Debtor shall not sell, lease, transfer, assign, or otherwise dispose of any of the Collateral, or any interest therein, without the prior written consent of Secured Party, except for (a) sales of inventory in the ordinary course of business, and (b) sales or other dispositions of obsolete or worn-out equipment in the ordinary course of business, provided that all proceeds thereof are promptly delivered to Secured Party or applied as required by the Loan Agreement.

7.6 Prohibition on Further Encumbrances. Debtor shall not create, incur, assume, or permit to exist any lien, security interest, encumbrance, or claim of any kind on or with respect to any of the Collateral, except for the security interest created by this Agreement and any Permitted Liens.

7.7 Location of Collateral. Debtor shall not move any of the Collateral to any location other than those specified in Schedule B without the prior written consent of Secured Party, which consent shall not be unreasonably withheld. If Secured Party consents to the relocation of any Collateral, Debtor shall provide to Secured Party, prior to such relocation, written notice of the new location, as well as such landlord waivers, mortgagee waivers, or other agreements as Secured Party may require to maintain the perfection and priority of its security interest.

7.8 Change in Name, Identity, or Structure. Debtor shall not change its name, identity, corporate structure, or jurisdiction of organization without giving Secured Party at least thirty (30) days' prior written notice. Debtor shall execute and deliver to Secured Party, prior to or concurrently with any such change, all additional financing statements and other documents reasonably requested by Secured Party to maintain the validity, perfection, and priority of the security interest provided for herein.

7.9 Defense of Collateral. Debtor shall, at its own expense, appear in and defend any action or proceeding that may affect its title to or Secured Party's security interest in the Collateral.

7.10 Preservation of Secured Party's Rights. Debtor shall not enter into any agreement that restricts or inhibits Secured Party's rights or remedies under this Agreement, including, without limitation, Secured Party's right to sell or otherwise dispose of the Collateral.

7.11 Further Assurances. Debtor shall, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect the security interest granted hereby, or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

8. SECURED PARTY'S RIGHTS AND REMEDIES

8.1 Rights Pending Default. Until an Event of Default has occurred and is continuing:

8.1.1 Debtor shall be entitled to exercise all voting and other consensual rights pertaining to the Collateral for any purpose not inconsistent with the terms of this Agreement or the Loan Agreement; provided, however, that Debtor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral or any part thereof.

8.1.2 Debtor shall be entitled to receive and retain all dividends, interest, and other distributions paid in respect of the Collateral; provided, however, that any and all (a) dividends, interest, and other distributions paid or payable in the form of instruments or certificated securities, and (b) distributions in the form of proceeds arising from the sale, lease, transfer, or other disposition of any Collateral, shall be promptly delivered to Secured Party to hold as Collateral.

8.2 Rights After Default. Upon the occurrence and during the continuance of an Event of Default:

8.2.1 All rights of Debtor to exercise voting and other consensual rights with respect to the Collateral and to receive dividends, interest, and other distributions with respect thereto shall cease, and all such rights shall immediately become vested in Secured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive such dividends, interest, and other distributions.

8.2.2 Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the UCC and under any other applicable law, and Secured Party may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

8.2.3 Secured Party may, at any time and from time to time, without notice to Debtor (such notice being expressly waived by Debtor), set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Secured Party to or for the credit or the account of Debtor against any and all of the Obligations, irrespective of whether or not Secured Party shall have made any demand under this Agreement or the Loan Agreement and although such Obligations may be unmatured.

8.2.4 Secured Party may require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of Secured Party, promptly assemble all or some of the Collateral as directed by Secured Party and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both Parties.

8.2.5 Secured Party may enter onto the property where any Collateral is located and take possession thereof with or without judicial process.

8.2.6 Secured Party may, at its option, appoint a receiver for the Collateral, to which appointment Debtor hereby consents, whether or not actual possession of the Collateral is taken by Secured Party.

8.2.7 Secured Party shall be entitled to recover from Debtor all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in connection with the enforcement of this Agreement.

8.3 Application of Proceeds. The proceeds of any sale, disposition, or other realization upon all or any part of the Collateral shall be distributed by Secured Party in the following order of priorities:

8.3.1 First, to Secured Party in an amount sufficient to pay in full the reasonable costs and expenses of Secured Party in connection with such sale, disposition, or other realization, including all fees, costs, expenses, liabilities, and advances incurred or made by Secured Party in connection therewith, including, without limitation, reasonable attorneys' fees and expenses;

8.3.2 Second, to Secured Party in an amount equal to the then unpaid Obligations; and

8.3.3 Finally, upon payment in full of the Obligations, to Debtor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

8.4 Deficiency. In the event that the proceeds of any sale, disposition, or other realization upon the Collateral are insufficient to pay all amounts to which Secured Party is legally entitled, Debtor shall be liable for the deficiency, together with interest thereon as provided in the Loan Agreement, and the reasonable fees of any attorneys employed by Secured Party to collect such deficiency.

8.5 Non-Judicial Remedies. In granting to Secured Party the power to enforce its rights hereunder without prior judicial process or judicial hearing, Debtor expressly waives, renounces, and knowingly relinquishes any legal right which might otherwise require Secured Party to enforce its rights by judicial process. Debtor recognizes and concedes that non-judicial remedies are consistent with the usage of trade, are responsive to commercial necessity, and are the result of a bargain at arm's length.

8.6 Remedies Cumulative. Each right, power, and remedy of Secured Party as provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Secured Party of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later exercise by Secured Party of any or all such other rights, powers, or remedies.

9. EVENTS OF DEFAULT

The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement:

9.1 The occurrence of any "Event of Default" as defined in the Loan Agreement or any other loan document executed in connection therewith;

9.2 Any representation or warranty made by Debtor in this Agreement or in any certificate, report, notice, or financial statement furnished at any time to Secured Party pursuant to this Agreement shall prove to have been incorrect, incomplete, or misleading in any material respect when made;

9.3 The failure of Debtor to perform, observe, or comply with any covenant, condition, or agreement contained in this Agreement, and such failure continues for a period of fifteen (15) days after the earlier of (a) Debtor becoming aware of such failure, or (b) Secured Party giving notice thereof to Debtor;

9.4 Any material impairment in the value of the Collateral or the priority of Secured Party's security interest therein;

9.5 The filing of any levy, attachment, execution, or other process against any material portion of the Collateral which is not fully released or dismissed within thirty (30) days after the filing thereof;

9.6 The death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver for any part of the Collateral, assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency law by or against Debtor; or

9.7 The Collateral or any material part thereof is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors and the same is not dismissed or released within thirty (30) days thereafter.

10. ACCELERATION CLAUSE

Upon the occurrence of an Event of Default, at the option of Secured Party, all or any part of the Obligations shall immediately become due and payable without presentment, demand, protest, notice of acceleration, or other notice of any kind, all of which are hereby expressly waived by Debtor, anything contained herein or in the Loan Agreement to the contrary notwithstanding.

11. MISCELLANEOUS PROVISIONS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without giving effect to principles of conflicts of law.

11.2 Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement. In such event, the parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the parties' original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

11.3 Entire Agreement. This Agreement, together with the Loan Agreement and any other documents executed in connection therewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to such subject matter.

11.4 Amendment. No amendment, modification, or waiver of any provision of this Agreement, nor consent to any departure by Debtor herefrom, shall be effective unless the same shall be in writing and signed by both parties, and then such amendment, modification, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which given.

11.5 Waiver. No failure on the part of Secured Party to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy by Secured Party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

11.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Debtor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Secured Party. Secured Party may assign or transfer all or any part of its rights or obligations under this Agreement without the consent of Debtor. Any purported assignment in violation of this Section shall be null and void.

11.7 Notices. All notices, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by overnight courier with confirmation of delivery, or (d) sent by electronic mail with confirmation of receipt, to the parties at their respective addresses set forth in the preamble to this Agreement or to such other address as either party may specify in writing to the other. All such notices, requests, demands, and other communications shall be deemed given upon personal delivery or, if mailed, five (5) business days after being deposited in the mail, or, if sent by overnight courier, one (1) business day after being deposited with the courier, or, if sent by electronic mail, when confirmation of receipt is received.

11.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart.

11.9 Headings. The section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

11.10 Attorney's Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs in addition to any other relief to which such party may be entitled.

11.11 Termination. This Agreement and the security interest granted herein shall terminate when all the Obligations have been paid in full and performed and Secured Party has no further commitment to make any advances or loans to Debtor. Upon such termination, Secured Party shall, at Debtor's expense, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination and Secured Party shall deliver to Debtor all Collateral then in Secured Party's possession.

11.12 Time of Essence. Time is of the essence with respect to all provisions of this Agreement.

11.13 Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture, agency, or other relationship between Debtor and Secured Party other than as specifically set forth herein.

11.14 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11.15 Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Secured Party and Debtor have contributed substantially and materially to the preparation of this Agreement.

11.16 Survival. All representations, warranties, covenants, and agreements of Debtor contained herein shall survive the execution and delivery of this Agreement and the termination of this Agreement until all Obligations have been paid in full.

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

SECURED PARTY:

[SECURED PARTY NAME]

By: ________________________________ Name: [NAME] Title: [TITLE]

DEBTOR:

[DEBTOR NAME]

By: ________________________________ Name: [NAME] Title: [TITLE]

SCHEDULE A

COMMERCIAL TORT CLAIMS

[List any commercial tort claims or state "None"]

SCHEDULE B

LOCATIONS OF COLLATERAL

[List all locations where Collateral is stored or maintained]

Delaware Requirements for Security Agreement

UCC Article 9 Compliance (Delaware Code Title 6, Article 9)
The security agreement must comply with Article 9 of the Uniform Commercial Code as adopted in Delaware, which governs secured transactions. This includes proper identification of parties, description of collateral, and granting language creating the security interest.
Perfection Requirements (Delaware Code Title 6, § 9-310)
The security agreement should address how the security interest will be perfected, typically through filing a UCC-1 financing statement with the Delaware Secretary of State, to establish priority against third-party claims.
Collateral Description (Delaware Code Title 6, § 9-108)
The agreement must contain a clear and sufficient description of the collateral that reasonably identifies what is described, as required by Delaware's adoption of UCC standards.
Authorization to File Financing Statements (Delaware Code Title 6, § 9-509)
The security agreement should include the debtor's authorization for the secured party to file initial financing statements and amendments to perfect or continue the security interest.
Default Provisions (Delaware Code Title 6, § 9-601 to § 9-628)
The agreement must specify what constitutes a default and the remedies available to the secured party upon default, consistent with Delaware's UCC provisions.
Remedies and Enforcement (Delaware Code Title 6, § 9-601 to § 9-624)
The security agreement should outline the secured party's rights to enforce the security interest after default, including taking possession of collateral, disposition, and acceptance of collateral in satisfaction of obligation.
Debtor's Rights to Redeem (Delaware Code Title 6, § 9-623)
The agreement must acknowledge the debtor's right to redeem collateral by fulfilling all obligations secured by the collateral and paying reasonable expenses, as provided in Delaware's UCC.
Choice of Law (Delaware Code Title 6, § 1-301)
The security agreement should include a choice of law provision specifying Delaware law as governing, which is particularly important for multi-state transactions.
Federal Tax Lien Priority (26 U.S.C. § 6321-6323)
The agreement should address the potential priority of federal tax liens, which may take precedence over the security interest under certain circumstances.
Bankruptcy Code Implications (11 U.S.C. § 362, § 547)
The security agreement should acknowledge the potential impact of the U.S. Bankruptcy Code on the enforcement of security interests, including automatic stay provisions and potential preference issues.
Truth in Lending Act Compliance (15 U.S.C. § 1601 et seq.; Regulation Z (12 CFR Part 226))
For consumer transactions, the security agreement must comply with federal disclosure requirements regarding credit terms and costs.
Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.; Regulation B (12 CFR Part 202))
The security agreement and related lending practices must not discriminate on prohibited bases such as race, color, religion, national origin, sex, marital status, or age.
After-Acquired Property (Delaware Code Title 6, § 9-204)
If the security interest is intended to cover after-acquired property, the agreement must explicitly state this in accordance with Delaware UCC requirements.
Proceeds and Products (Delaware Code Title 6, § 9-315)
The security agreement should address whether the security interest extends to proceeds and products of the original collateral, as permitted under Delaware law.
Subordination Agreements (Delaware Code Title 6, § 9-339)
The security agreement should address the possibility of subordination agreements with other creditors and how these might affect priority of the security interest.
Assignment of Security Interest (Delaware Code Title 6, § 9-310)
The agreement should specify whether and how the secured party may assign its rights under the security agreement to third parties.
Termination and Release (Delaware Code Title 6, § 9-513)
The security agreement should include provisions for termination of the security interest and release of collateral upon satisfaction of the secured obligation.
Electronic Signatures (15 U.S.C. § 7001 et seq.; Delaware Uniform Electronic Transactions Act, Delaware Code Title 6, Chapter 12A)
The agreement should address the validity of electronic signatures and records, in compliance with both federal and Delaware law on electronic transactions.
Representations and Warranties (Delaware Code Title 6, § 9-203)
The security agreement should include debtor's representations and warranties regarding ownership of collateral, absence of liens, and authority to grant security interest, as required for enforceability under Delaware law.
Notice Requirements (Delaware Code Title 6, § 1-202)
The agreement must specify requirements for notices between parties, including method of delivery and when notice is deemed effective, in compliance with Delaware's UCC provisions.

Introduction

Key Things to Know

Key decisions before you file

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SECURITY AGREEMENT

1. PARTIES AND DATE

2. RECITALS

3. DEFINITIONS

4. GRANT OF SECURITY INTEREST

5. PERFECTION OF SECURITY INTEREST

6. DEBTOR'S REPRESENTATIONS AND WARRANTIES

7. DEBTOR'S COVENANTS AND AGREEMENTS

8. SECURED PARTY'S RIGHTS AND REMEDIES

9. EVENTS OF DEFAULT

10. ACCELERATION CLAUSE

11. MISCELLANEOUS PROVISIONS

SCHEDULE A

SCHEDULE B

Delaware Requirements for Security Agreement

UCC Article 9 Compliance (Delaware Code Title 6, Article 9)

Perfection Requirements (Delaware Code Title 6, § 9-310)

Collateral Description (Delaware Code Title 6, § 9-108)

Authorization to File Financing Statements (Delaware Code Title 6, § 9-509)

Default Provisions (Delaware Code Title 6, § 9-601 to § 9-628)

Remedies and Enforcement (Delaware Code Title 6, § 9-601 to § 9-624)

Debtor's Rights to Redeem (Delaware Code Title 6, § 9-623)

Choice of Law (Delaware Code Title 6, § 1-301)

Federal Tax Lien Priority (26 U.S.C. § 6321-6323)

Bankruptcy Code Implications (11 U.S.C. § 362, § 547)

Truth in Lending Act Compliance (15 U.S.C. § 1601 et seq.; Regulation Z (12 CFR Part 226))

Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.; Regulation B (12 CFR Part 202))

After-Acquired Property (Delaware Code Title 6, § 9-204)

Proceeds and Products (Delaware Code Title 6, § 9-315)

Subordination Agreements (Delaware Code Title 6, § 9-339)

Assignment of Security Interest (Delaware Code Title 6, § 9-310)

Termination and Release (Delaware Code Title 6, § 9-513)

Electronic Signatures (15 U.S.C. § 7001 et seq.; Delaware Uniform Electronic Transactions Act, Delaware Code Title 6, Chapter 12A)

Representations and Warranties (Delaware Code Title 6, § 9-203)

Notice Requirements (Delaware Code Title 6, § 1-202)

Frequently Asked Questions