Financing Rights Notice Form

Financing Rights Notice Form

Secured Party Name:     Recipient Name:

Effective Date of Notice:     Transaction Reference:

Recitals

WHEREAS, Secured Party represents that it is a creditor asserting a security interest, lien or other financing right in certain personal property, accounts, proceeds and related rights described below (the "Collateral"), pursuant to a security agreement dated and other documents and filings evidencing such rights.

WHEREAS, Recipient is a party contemplated to acquire, receive, handle or have dealings with the Collateral or with the obligor(s) under the related debtor-creditor relationships and has requested notice of the existence and scope of Secured Party's rights.

NOW THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Description of Collateral and Financing Rights

The Collateral includes:

Secured Party declares that it holds, as of the Effective Date of this Notice, a security interest and financing rights in the Collateral, including all proceeds, accessions, substitutions and replacements, whether now existing or hereafter arising, and whether arising under applicable secured transactions law or other applicable law.

2. Financing Statements and Public Filings

Secured Party has filed or intends to file financing statements, continuation statements, and other notices in the jurisdictions and filing offices necessary to protect its interest. Check as applicable:
UCC-1 filed Continuation filed Other filings or registrations

The primary jurisdiction of filing:     Filing Reference Number:

3. Reservation of Rights; No Assignment

This Notice constitutes a reservation and assertion of Secured Party's existing and future rights in the Collateral. Nothing contained in this Notice shall be deemed to constitute a sale, release, waiver or subordination of Secured Party's security interest or other financing rights, except by an instrument executed in writing by Secured Party.

4. Acknowledgment and Covenants of Recipient

Recipient acknowledges receipt of this Financing Rights Notice, and covenants that Recipient shall not, without prior written notice to and consent of Secured Party (which may be withheld in Secured Party's sole discretion), sell, pledge, transfer, encumber or otherwise dispose of the Collateral or permit a third party to obtain a lien on the Collateral.

Recipient further agrees to provide Secured Party with prompt written notice of any claim, levy, attachment, bankruptcy filing, or other event which could materially impair Secured Party's rights in the Collateral and to cooperate in reasonable efforts to protect and perfect Secured Party's interests.

5. Access, Records and Inspection

Upon reasonable prior written request, Recipient shall permit Secured Party (and its agents or representatives) to inspect the Collateral, related accounting records, receivables schedules, and books and records relevant to the Collateral during normal business hours to verify the continued existence and status of the Collateral.

6. Remedies

Upon default under the underlying security agreement or other applicable instrument, Secured Party shall have the rights and remedies provided by the security agreement and by applicable law, including the right to take possession of, remove and dispose of the Collateral and to pursue any rights against Recipient or third parties to the extent permitted by law.

7. Representations and Warranties

Secured Party represents that it is the holder of the security interest(s) claimed herein and that, to its knowledge, no release, termination or satisfaction of such security interest has occurred except as expressly set forth in writing. Recipient represents that it has authority to accept this Notice and to perform the covenants herein.

8. Indemnification

Recipient agrees to indemnify, defend and hold harmless Secured Party from and against any and all liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Notice or any action or failure to act by Recipient that adversely affects Secured Party's rights in the Collateral, except to the extent caused by Secured Party's gross negligence or willful misconduct.

9. Notices

All notices, requests and communications required or permitted under this Notice shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party designates by written notice).

10. Governing Law; Miscellaneous

Governing Law: This Notice shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Secured Party below, without regard to conflict of law principles.

Governing Jurisdiction:

Entire Agreement: This Notice constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating thereto.

Severability: If any provision of this Notice is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the original intent of the parties.

Amendments; Waiver: No amendment, modification, or waiver of any provision of this Notice shall be effective unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

Counterparts: This Notice may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals.

Acknowledgment of Receipt

Recipient acknowledges receipt of this Financing Rights Notice on:

Recipient acknowledges and agrees to the covenants contained herein: Yes No

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