This Security Agreement (this “Agreement”) is made as of between ACME Resources LLC, a TX LLC with an address at (the “Debtor”), and , a with an address at (the “Secured Party”). This Agreement is governed by Article 9 of the Uniform Commercial Code as enacted in the State of TX (the “UCC”).
To secure the Secured Obligations described below, the Debtor hereby grants to the Secured Party a continuing security interest in the Collateral described in Section 2, together with all proceeds, products, accessions, and replacements thereof.
The “Collateral” consists of the following property of the Debtor, whether now owned or hereafter acquired:
The security interest secures the payment and performance of the following (the “Secured Obligations”): , including all principal, interest, fees, and costs of enforcement, and all renewals, extensions, and modifications thereof.
The Debtor authorizes the Secured Party to file one or more UCC-1 financing statements and any amendments or continuations describing the Collateral in the appropriate filing offices, and to take any other action the Secured Party deems necessary to perfect and protect its security interest. The Debtor shall execute and deliver such further documents and take such further actions as the Secured Party may reasonably request.
The Debtor represents and warrants that: (a) it has good title to the Collateral, free of liens except those disclosed in writing to the Secured Party; (b) it has the authority to grant the security interest; and (c) the Collateral is located at and will not be moved to another jurisdiction without prior written notice to the Secured Party.
The Debtor shall: (a) keep the Collateral free of liens other than the Secured Party’s; (b) maintain the Collateral in good condition and adequately insured; (c) not sell or transfer the Collateral outside the ordinary course of business without the Secured Party’s consent; and (d) pay all taxes and charges relating to the Collateral when due.
Each of the following is an “Event of Default”: (a) the Debtor fails to pay or perform any Secured Obligation when due; (b) the Debtor breaches any covenant in this Agreement and fails to cure within fifteen (15) days after written notice; (c) any representation proves materially false; or (d) the Debtor becomes insolvent or subject to bankruptcy proceedings.
Upon an Event of Default, the Secured Party may exercise all rights and remedies of a secured party under the UCC, including the right to take possession of the Collateral, to require the Debtor to assemble the Collateral, and to sell or otherwise dispose of the Collateral at public or private sale. The Secured Party shall apply the proceeds of any disposition first to the costs of enforcement and then to the Secured Obligations. The Debtor remains liable for any deficiency and is entitled to any surplus.
This Agreement is governed by the laws of the State of TX, including the UCC. This Agreement constitutes the entire agreement between the Parties regarding the Collateral and may be executed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
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