Security Filing Document

SECURITY FILING DOCUMENT

Debtor Name:   Debtor Address:

Secured Party Name:   Secured Party Address:

Effective Date:   Filing Jurisdiction:

WHEREAS

WHEREAS, Debtor is the owner or has rights in certain tangible and intangible property and desires to grant to Secured Party a continuing security interest in such property as security for the Obligations defined below;

WHEREAS, Secured Party has agreed to extend credit, provide forbearance or other financial accommodations to Debtor on the condition that Debtor grant and Secured Party perfect a security interest in the Collateral described herein; and

WHEREAS, the parties intend by this Security Filing Document to evidence, authorize and effectuate the filing of any financing statement or other instrument necessary to perfect and protect Secured Party's security interest under applicable law.

SCOPE OF WORK

DESCRIPTION OF COLLATERAL

The Collateral subject to this Security Filing includes, but is not limited to, all of Debtor's right, title and interest in the following property:

SECURED OBLIGATIONS AND PAYMENT TERMS

Secured Obligations (Principal Amount): $   Currency:

Late Payment Charge:   Application of Payments: All payments shall be applied first to costs and fees, then interest, then principal, unless otherwise agreed in writing.

FILING INFORMATION

Filing Type:   Filing Number (if known):

Filing Date (anticipated or actual):   Office / County of Filing:

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Termination Notice Period: days prior written notice required.

Upon termination or full satisfaction of the Secured Obligations, Secured Party shall, at Debtor's expense, promptly execute and deliver such termination statements, releases and other instruments as are reasonably necessary to discharge and release the security interest and to terminate any financing statements filed in connection with this Security Filing Document.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information received from the other party in connection with this Security Filing Document and the transactions contemplated hereby. Confidential information shall not include information that is or becomes publicly available other than through a breach of this provision, is independently developed without use of confidential information, or is required to be disclosed by applicable law, provided the disclosing party uses reasonable efforts to give prior written notice to the other party to permit a protective order or other remedy.

AUTHORIZATION TO FILE AND AMEND

Debtor authorizes Secured Party or Secured Party's agent to prepare, sign and file, and to execute and record any financing statements, continuation statements, amendments, terminations and similar instruments in any jurisdiction as Secured Party deems necessary or appropriate to perfect, maintain, continue, amend or terminate the security interest granted hereunder. Debtor covenants to execute promptly, upon request, any further instruments required to effect such filings.

REPRESENTATIONS, WARRANTIES AND REMEDIES

Debtor represents and warrants that it has good and marketable title to the Collateral (except for any existing liens disclosed to Secured Party), that the Collateral is not subject to conflicting security interests except as disclosed, and that execution, delivery and performance of this Security Filing Document are within Debtor's authority. Upon default, Secured Party shall have all rights and remedies provided by law and equity, including foreclosure, sale, or collection of the Collateral, and application of proceeds to the Secured Obligations after payment of reasonable expenses.

GOVERNING LAW

This Security Filing Document shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Security Filing Document, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by both parties.

CERTIFICATION

Each party certifies that the information provided in this document is true, correct and complete to the best of that party's knowledge, and that the party is authorized to enter into this Security Filing Document. Each party further acknowledges that false statements made herein may subject the party to civil and criminal penalties under applicable law.

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