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(Certificate Of Deposit)
1. Parties. Agreement made [date] between [name] of [address] (Borrower) and [name], a [state] corporation having an office at [address] (Lender).
2. Collateral and Grant of Security Interest. Borrower grants Lender a security interest in the following certificate of deposit as well as any renewal of such certificate and all funds evidenced by such certificate (the Collateral):
[description of collateral]
3. Description of Obligation Secured. The security interest granted by this Instrument secures an indebtedness owed by Borrower to Lender in the principal sum of ........ dollars ($........) with interest at the rate of ........ percent (........%) per annum, payable on [date], evidenced by a promissory note dated [date], signed by Borrower and delivered to Lender on that date.
4. Delivery of Collateral to Lender. Borrower has delivered the certificate representing the Collateral to Lender. In addition, Lender is in possession of the funds evidenced by such certificate.
5. Borrower's Representation. Borrower owns the Collateral free of any claim by any third party. No one except Borrower and Lender has any ownership or security interest in the Collateral.
6. Borrower to Help Maintain Valid Security Interest in Lender. Borrower shall do such acts as Lender may reasonably require from time to time to maintain a valid security interest in the Collateral in Lender, free of all other liens and claims, to secure payment of Borrower's indebtedness to Lender.
7. Events of Default. The following are events of default under the Agreement:
a. Failure by Borrower to pay any amount payable to Lender on the date due plus any applicable grace period
b. Any other default under any other terms of this Agreement or any agreement signed by Borrower in connection with the indebtedness described in Paragraph 3
8. Rights on Default. After default under this Agreement, Lender may apply the Collateral (either before or after maturity of the certificate(s) of deposit, at its option) to pay all sums due to Lender. Borrower acknowledges that the Collateral is subject to substantial penalties for early withdrawal and consents to Lender's application of the Collateral prior to maturity as provided in this Paragraph. Borrower waives any claims against Lender Borrower may have in connection with any penalties imposed for early withdrawal. Lender may apply the Collateral to pay sums due to Lender regardless of any other Collateral Lender may hold as security for Borrower's indebtedness to Lender.
9. Notice of Disposition of Collateral. If any notification of an intended disposition of the Collateral is required by law, such notification shall be deemed reasonably and properly given if mailed at least [number] days before the disposition, postage prepaid, addressed to Borrower at the address shown in Paragraph 1.
10. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the [Lender]:
[city, state, zip]
If to the [Borrower]:
[city, state, zip]
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; (--) business days after deposit in U.S. Mail, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
11. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
12. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
13. Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
14. Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.
15. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
16. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
17. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
18. Governing Law. Borrower and Lender's rights, duties, and obligations under this Instrument shall, unless otherwise required by the laws of [state], be governed by the provisions of the Uniform Commercial Code of [state], as in effect from time to time.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
This Section for Notary:
STATE OF -------)
) ss: [date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]