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Personal Property Security Agreement

(This form is intended for use in Washington State consumer transactions and for related personal

property specified in Exhibit A; it is not intended for general use in commercial or business transactions.

Typically the Washington State Limited Practice Officer will find this agreement useful in residential

and collectively, whether one or more in number, referred to herein as “Secured Party”).

This Agreement is entered into in connection with Debtor’s promissory note or other evidence of

indebtedness to Secured Party described in Exhibit A, and dated, in the original principal amount and with

the final maturity all as shown in Exhibit A (the “Indebtedness”).

Debtor agrees as follows for the benefit of Secured Party as follows:

1. Certain Definitions. As used in this Agreement:

(a) “Collateral” means all of the personal property of Debtor listed on Exhibit A, together with:

(1) all present and future substitutions, replacements, appurtenances and accessions

Party to Debtor and/or on deposit in any account maintained by Debtor with Secured

Party or any affiliate of Secured Party.

(b) “Event of Default” has the meaning set forth in Section 6 of this Agreement.

(c) “Obligations” means all of the following:

(1) Debtor’s obligations under the Indebtedness, this Agreement, and all other agreements

and instruments executed and delivered by Debtor and/or by any other Obligor or

person, singly or jointly as evidence of, security for, as guaranty or otherwise in

connection with the Obligations of Debtor to Secured Party, including any costs of

collection;

(2) the repayment of any amounts that Secured Party may advance or spend for the

(d) “Obligor” means individually and collectively Debtor, each person primarily or secondarily

liable for repayment of any of the Obligations, and each party who has granted security for

repayment of the Obligations.

(e) “UCC” means the Washington Uniform Commercial Code (RCW 62A.9A-101et. seq.).

Any term defined in the UCC and not defined in this Agreement has the meaning given to

that term in the UCC.

2. Grant of Security Interest. Debtor grants a security interest in the Collateral to Secured Party to

secure the payment and performance of the Obligations.

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statutory liens held by Secured Party.

(b) Possession. Debtor will deliver to Secured Party possession of any of the Collateral, a

security interest in which can be perfected, or first-lien priority of which can be assured,

only by possession. Where Collateral is in the possession of a third party, Debtor will join

with Secured Party in notifying the third party of Secured Party’s security interest and

obtaining an acknowledgment from the third party that it is holding the Collateral for the

benefit of Secured Party.

(c) Control. Debtor will execute one or more control agreements and otherwise cooperate with

Secured Party in obtaining control (as defined in the UCC) with respect to any and all

Collateral consisting of deposit accounts, investment property, letter of credit rights or

(b) to maintain the Collateral in good repair and operating condition;

(c) to comply with all laws relating to the use, operation and ownership of the Collateral and to

which the Collateral or Debtor is subject;

(d) to pay all fees and taxes and assessments to which Debtor or the Collateral is subject;

(e) to keep the Collateral within the state and at the addresses shown on Exhibit A as the

Current location of the Collateral (except only for typical normal routine use of any

vehicular Collateral within the state), and Debtor will not do anything requiring registration

of a vehicle in another state;

(f) to maintain the principal residence, and chief executive office (if applicable), of Debtor at

the address indicated on Exhibit A;

to a fixture.

(i) that Debtor has all risk of loss of the Collateral.

(j) that Secured Party does not authorize, and Debtor agrees not to:

(1) make any sales or leases of any of the Collateral except for sales of inventory in the

ordinary course of business while no Event of Default exists;

(2) license any of the Collateral to any other person or entity; or

(3) create or permit the existence of any other lien or security interest in any of the

Collateral other than inchoate liens securing property taxes that are not delinquent.

(k) that Debtor will keep the tangible Collateral insured for its full replacement value and

provide Secured Party with an endorsement to the policy naming Secured Party as the first

(1) appointed Debtor’s attorney in fact to adjust, settle and cancel insurance and endorse

any draft or check payable to Debtor, and to collect proceeds of insurance or returned

premiums, and

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chronological order the Debtor purchased the item.

(m) that if Debtor is a corporation, partnership, limited liability company or other legal entity,

Debtor will preserve its existence and not, in one transaction or a series of related

transactions, merge into or consolidate with any other entity, or sell all or substantially all

of its assets; and Debtor will not change Debtor’s name without providing Secured Party

with 30 days’ prior written notice of the change.

(n) that Secured Party shall have the right, but not the obligation, to pay amounts on behalf of

Debtor to cause compliance with any terms of this Agreement or the Obligations, including

without limitation discharge of liens and encumbrances, and payment of maintenance costs,

insurance premiums and tax obligations, and Debtor shall reimburse Secured Party on

designees as attorney in fact of Debtor, irrevocably and with power of substitution, with

authority to endorse Debtor’s name on requests to other secured parties of Debtor regarding

such information.

(p) that if any Collateral shall mature or otherwise become payable Secured Party may cause

the same to be renewed or reinvested under such terms as Secured Party may reasonably

determine. Secured Party shall have the right to receive and apply in its discretion to any of

the Obligations as Secured Party may determine any money or property payable on account

of any sale, assignment or transfer of any Collateral. Secured Party shall have no duty or

liability to collect any cash or other property or give any notices respecting same or protect

or preserve any rights pertaining to the Collateral.

restrictions on transfer or pledge except as created by this Agreement.

(b) Location of Collateral. All Collateral consisting of goods is located solely at the Debtor

address(es) shown on Exhibit A

(c) Debtor’s Address. The correct current residence address (and chief executive office, if

applicable) of Debtor is as shown on Exhibit A.

(d) Place of Organization. If debtor is an entity such as an LLC or limited partnership, the place

of formation is and shall at all times remain the State of formation as shown in Exhibit A.

6. Events of Default. The occurrence of any of the following will be an “Event of Default”:

(a) Failure to pay or perform. Debtor’s failure to pay any sum when due under, or to comply

insured and the loss payable actually satisfies the obligations in favor of Secured Party as

required by this Agreement); or

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proceeding under the Bankruptcy Code or any receivership, composition, assignment for

benefit of creditors or other insolvency proceeding; or

(g) Non-compliance with certain laws. Debtor’s failure to comply with any federal, state or

local

7. Default Costs. Without limiting Section 4(n), if an Event of Default occurs, Debtor will pay to

Secured Party within ten days after written demand all costs reasonably incurred by Secured

sending notices or instituting, prosecuting or defending litigation or arbitration, including

legal fees and costs incurred in bankruptcy proceedings.

8. Remedies Upon Default. While any Event of Default exists, Secured Party may pursue any

remedy available at law (including those available under the provisions of the UCC) or in equity

to collect or enforce the Obligations, including the following:

(a) Acceleration. Secured Party may at its option declare all or any part of the unpaid

Obligations, together with all accrued and unpaid interest, and including expenses of

retaking, holding, preparing for sale, selling or the like and Secured Party’s reasonable

attorney fees and legal expenses, to be immediately due and payable without presentment,

security in connection therewith.

(c) Repossession of Collateral. Secured Party may take possession of any Collateral not already

in its possession without demand and without legal process. Upon Secured Party’s demand,

Debtor will assemble and make the Collateral available to Secured Party as Secured Party

may direct. Debtor grants to Secured Party the right, for this purpose, to enter into or on

any premises where Collateral may be located. If Secured Party takes possession of the

Collateral, Secured Party shall not be responsible for any of Debtor’s or any other person’s

property not covered by this Agreement and left inside the Collateral. Secured Party will

hold all such property at Debtor’s sole risk and expense, including storage charges, and

without liability on Secured Party’s part. If Debtor does not redeem any such property

other property of any nature whatsoever of Debtor or any other Obligor now or hereafter in

the possession of, in transit to or from, under the control or custody of, or on deposit with

Secured Party or any affiliate of Secured Party in any capacity whatsoever.

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All payments made by Debtor or any Obligor may be applied by Secured Party to any of the

obligations, matured or unmatured, as Secured Party may determine in its sole but reasonable

discretion, unless otherwise required by applicable law.

9. Foreclosure Procedures.

(a) No Waiver. No delay or omission by the Secured Party to exercise any right or remedy

accruing upon any Event of Default will

(1) impair any right or remedy,

(2) waive any default or operate as an acquiescence to the Event of Default, or

(3) affect any subsequent default of the same or of a different nature.

law requirements in connection with a disposition of the Collateral and compliance will not

be considered to adversely affect the commercial reasonableness of any sale of the

Collateral.

(e) Warranties-Disclaimer. Secured Party may sell the Collateral without giving any

warranties as to the Collateral. Secured Party may specifically disclaim any warranties.

This procedure will not be considered adversely to affect the commercial reasonableness of

any sale of the Collateral.

(f) Sales on Credit. All sales or other dispositions of the Collateral may be made for cash,

upon credit or for future delivery. If Secured Party sells any of the Collateral on credit,

Debtor will be credited only with net payments thereon actually received by Secured Party.

(g) No Marshaling. Secured Party has no obligation to marshal any assets in favor of Debtor or

any other person or entity, or to sell the Collateral in any particular order.

(h) No Obligation to Pursue Others. Secured Party has no obligation to attempt to satisfy the

Obligations by collecting them from any other person or entity liable for them and Secured

Party may release, modify or waive any collateral provided by any other person or entity to

secure any of the Obligations, all without affecting Secured Party’s rights against Debtor.

Debtor waives any right it may have to require Secured Party to pursue any other person or

entity for any of the Obligations.

10. Miscellaneous.

unenforceable by a court or panel of arbitrators of competent jurisdiction, that finding will

only affect the provisions found to be void, invalid or unenforceable and will not affect the

remaining provisions of this Agreement.

(c) Notices. Any notices required by this Agreement will be deemed to be delivered when

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may from time to time be mutually acknowledged in writing as the notice address for

such party.

(d) Headings. Section headings used in this Agreement are for convenience only. They are not

a part of this Agreement and will not be used in construing it.

(e) Governing Law. This Agreement will be construed and enforced in accordance with the

internal laws of the State of Washington except to the extent that the UCC provides for the

application of the law of another jurisdiction.

(f) Rules of Construction. No reference to “proceeds” in this Agreement authorizes any sale,

transfer, or other disposition of the Collateral by the Debtor. As used in this Agreement,

“includes” and “including” are not limiting, “or” is not exclusive, “all” includes “any” and

interests granted in this Agreement, to maintain the first priority of such security interests,

or to effectuate the rights granted to Secured Party in this Agreement.

DATED as of the Effective Date.

DEBTOR:

_______________________________________ ___________________________________

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Debtor: ____________________________

____________________________

____________________________

____________________________

Secured Party: ____________________________

____________________________

____________________________

____________________________

1. Debtor’s promissory note to Secured Party secured by this agreement:

Dated: __________________________

Final maturity date: ________________

2. Other Debtor obligations to Secured Party secured by this Agreement (describe): _______________

______________________________________________________________________________

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Description of Collateral:

[**ALTERNATIVE 1 - For security interest in all of Debtor’s personal property:**]

All personal property of Debtor, wherever located, and whether now owned or hereafter acquired, including

all:

If deposit accounts are included, list depositing institution and consult an attorney for steps to

perfect.

* * * * *

[**ALTERNATIVE 2 - For security interest only in selected property of Debtor:**]

□ motor vehicles:

□ mobile home:

□ manufactured housing:

□ farm products:

□ equipment:

□ timber to be cut (Provide or attach legal description of real property having timber):

□ goods to become fixtures (Provide or attach legal description of real property to which annexed):

□ consumer goods (Debtor certifies that the obligation secured by this agreement is, and that the Collateral is,

□ other personal property (Describe):

* * * * * *

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Additional Required Data

(describe Debtor entity) organized in (state):

2. Debtor residence [chief executive office, if applicable ] location: ______________________________

________________________________________________________________________________

3. Location of collateral (State, county, street address):_______________________________________

________________________________________________________________________________

3a. If collateral is in the hands of a third party bailee (such as a warehouseman), list bailee and consult

an attorney for steps to perfect.

To Debtor: ___________________________________________

_____________________________________________

phone:

(End of Exhibit A)