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Exhibit B -- Form of Security Agreement <br /> SECURITY AGREEMENT <br /> THIS SECURITY AGREEMENT is dated as of March , 2000, and is by and <br /> between ORANGE COUNTY SMALL BUSINESS LOAN PROGRAM COMPANY, <br /> a North Carolina nonprofit corporation (the "Company"), and , a <br /> [national banking association] [North Carolina banking corporation] (the "Bank"). <br /> RECITALS: <br /> The Company is indebted to the Bank up to the sum of$ as evidenced <br /> by the Company's Promissory Note of even date herewith (the "Note"). The Note <br /> evidences the Company's obligations under that certain Loan Agreement by and among <br /> the Company, Orange County, North Carolina, the Bank and certain other financial <br /> institutions of even date herewith (the "Loan Agreement"). This is one of the security <br /> agreements referred to in the Loan Agreement. <br /> The Company desires to secure its obligations under the Note and the Loan <br /> Agreement by granting to the Bank a security interest in certain chattel paper and other <br /> collateral. <br /> Capitalized terms used in this Security Agreement and not otherwise defined <br /> have the meanings ascribed thereto in the Loan Agreement <br /> NOW, THEREFORE, in consideration of the premises and other good and <br /> valuable consideration, the parties agree as follows: <br /> 1. The Company pledges, assigns and grants to the Bank a continuing security <br /> interest in, and a lien upon, (a) all of the Program Loan Documents, (b) any other chattel <br /> paper (as defined under the North Carolina Uniform Commercial Code) held by the <br /> Company and arising from Program Loans, (c) all amounts in the Company's possession <br /> from time to time constituting Net Cash Proceeds,_ and (d) any other collateral for <br /> Program Loans held by the Company (the property described in clauses (a), (b), (c) and <br /> (d) of this paragraph is referred to collectively in this Security Agreement as the <br /> "Collateral"). <br /> The Company grants this security interest to secure the Company's prompt and <br /> complete performance of all of its obligations to the Bank under the Loan Agreement and <br /> the Note (and all other documents executed and delivered pursuant thereto or in <br /> connection therewith), whether now existing or hereafter arising, .whether primary or <br /> secondary, direct or indirect, absolute, contingent or conditional or due or to become due <br /> 17 <br />