Legal Security Disclosures Form

LEGAL SECURITY DISCLOSURES FORM

This Legal Security Disclosures Form is made and entered into by and between Disclosing Party: and Receiving Party: . Effective Date: .

RECITALS

WHEREAS, Disclosing Party is obligated to disclose to Receiving Party the existence, nature and particulars of all Security Interests, liens, encumbrances and other adverse claims affecting assets and collateral identified in connection with the Transaction described below; and

WHEREAS, Receiving Party requires accurate and complete disclosure of such Security Interests to evaluate legal title, priority and risk with respect to the Transaction; and

WHEREAS, Disclosing Party agrees to provide the disclosures and to update them in accordance with the terms of this Form.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following definitions apply:

"Disclosure Materials" means all written statements, schedules, lists, certificates, security agreements, financing statements, UCC-1 filings, deeds of trust, assignments, or other instruments and documents delivered or identified by Disclosing Party that evidence or describe Security Interests or Encumbrances.

"Security Interests" means any lien, charge, pledge, security interest, right of setoff, encumbrance, adverse claim, option, restriction on transfer or other interest in property or assets, whether perfected or unperfected, contingent or fixed.

2. DISCLOSURE OF SECURITY INTERESTS

Disclosing Party hereby discloses, as of the date identified in Section 3, all Security Interests affecting assets that are material to the Transaction. Disclosing Party shall provide a complete and itemized description of each Security Interest, including the type of interest, the date of creation, the instrument or filing number (if any), the jurisdiction of filing, the collateral description, and the current status.

Disclosing Party affirms that the foregoing list includes all material Security Interests known to Disclosing Party and expressly identifies any exceptions or pending claims not yet reduced to writing.

3. COLLATERAL CATEGORIES

Indicate the categories of collateral to which the disclosed Security Interests relate (check all that apply) and provide further detail where requested.

Real property (land, buildings, fixtures)
Tangible personal property (equipment, inventory)
Accounts, receivables, contract rights
Intellectual property (patents, trademarks, copyrights)
Cash, deposit accounts, investment property
Other (specify below)

4. REPRESENTATIONS AND WARRANTIES

Disclosing Party represents and warrants to Receiving Party that, to the best of Disclosing Party's knowledge after due inquiry: (a) the Disclosure Materials are true, complete and correct in all material respects as of the as-of date set forth below; (b) no Security Interest has been omitted from the Disclosure Materials except as expressly identified; and (c) Disclosing Party has not granted any security interest, lien or encumbrance that would subordinate or defeat the priority of the Security Interests as represented, except as disclosed.

As-of Date for Representations: .

5. COVENANTS

Disclosing Party covenants that it will: (a) promptly notify Receiving Party in writing of any material change to any disclosed Security Interest or any newly arising Security Interest affecting material collateral; (b) upon request, deliver copies of instruments, financing statements, subordination agreements, or other documents evidencing or affecting disclosed Security Interests; and (c) execute such further instruments as reasonably necessary to confirm, perfect or evidence the priority of any Security Interest as disclosed.

6. CONFIDENTIALITY AND USE

All Disclosure Materials furnished under this Form are provided for the sole purpose of the Receiving Party's evaluation of the Transaction. Receiving Party shall treat Disclosure Materials as confidential, shall not disclose them to third parties except to advisors and consultants who have executed customary confidentiality obligations, and shall use them only for the purposes expressly permitted herein. Notwithstanding the foregoing, Receiving Party may disclose Disclosure Materials to the extent required by applicable law, regulation or valid order of a court of competent jurisdiction, provided Receiving Party gives Disclosing Party prompt written notice and cooperates to limit the disclosure.

7. INDEMNIFICATION

Disclosing Party shall indemnify, defend and hold harmless Receiving Party, its affiliates and their respective officers, directors, employees and agents from and against any losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any material misrepresentation, omission or breach of the representations, warranties or covenants made by Disclosing Party in this Form.

8. REMEDIES; LIMITATION OF LIABILITY

The remedies provided in this Form are cumulative and in addition to any other remedies available at law or in equity. Neither party shall be liable for consequential or punitive damages except for claims arising from gross negligence, willful misconduct, or intentional misrepresentation.

9. NOTICES

All notices, requests, demands and other communications required or permitted under this Form shall be in writing and delivered to the addresses set forth below by hand, certified mail (return receipt requested), nationally recognized overnight courier or electronic transmission with confirmation of receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form shall be effective unless made in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other breach. This Form 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.

11. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Form, together with the Disclosure Materials identified herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability and shall not invalidate the remaining provisions hereof, which shall remain in full force and effect.

14. SURVIVAL

The representations, warranties, covenants and obligations of Disclosing Party set forth in this Form shall survive the execution and delivery of this Form and any consummation of the Transaction for a period of or as otherwise required by applicable law.

15. ADDITIONAL DISCLOSURES AND DOCUMENTS

Disclosing Party shall, upon Receiving Party's written request, provide copies of any financing statements, security agreements, deeds, assignments, subordination agreements, releases, payoff statements, or other instruments relating to any Security Interest disclosed hereunder within of such request.

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