Common use of Personal Property Security Clause in Contracts

Personal Property Security. 14.1 In this clause ‘attaches’, ‘financing statement’, ‘financing change statement’, ‘personal property’, ‘security Agreement’, ‘security interest’ and ‘verification statement’ have the meanings given to them by the PPSA. 14.2 The Client and the Guarantor, if any, hereby charge all their respective interest in their personal property as security for the performance by the Client of the Client’s obligations under the Agreement. 14.3 The Client acknowledges and agrees that: (a) the Agreement constitutes a security agreement for the purposes of the PPSA, (b) a security interest exists in all of the Client’s existing and future personal property (and their proceeds), and (c) WDG has not agreed to postpone the time the security interest attaches to the Client’s personal property. 14.4 The Client shall: (a) promptly sign all documents and provide any further information that WDG may reasonably require to register a financing statement or financing change statement in relation to a security interest granted to WDG under the Agreement or any other document required to be registered under the PPSA, and (b) on demand reimburse WDG for all costs and expenses incurred in registering a financing statement or financing change statement. 14.5 The Client irrevocably appoints WDG and each director of WDG as the Client’ true and lawful attorney for the purpose of performing all acts and signing all documents necessary to give effect to this clause. 14.6 Any requirement under the PPSA on the part of WDG to give a notice to the Client or any Guarantor shall not, to the extent that the requirement may be contracted out of (including, without limitation, under Section 115(1) of the PPSA), apply to the Agreement. Further, to the extent that that the Client and/or the Guarantor may waive the right to receive a notice under the PPSA (including, without limitation, notice in relation to a verification statement under Section 157(1) of the PPSA), the Client and the Guarantor waives that right. 14.7 The Client irrevocably authorises and licenses WDG to enter upon the Client’s property or premises, without notice, and without being in any way liable to the Client, if WDG has cause to exercise any of WDG’s rights under Section 123 of the PPSA, and the Client shall indemnify WDG from any claims made by any third party as a result of such exercise. 14.8 WDG and the Client agree to treat information of the kind referred to in Section 275(1) of the PPSA as confidential. Neither WDG or the Client will disclose, send or make available any of the information referred to in Section 275(1) of the PPSA to any person except as required by law or the Agreement. 14.9 WDG and the Client acknowledge and agree that clause 14.8 constitutes a confidentiality Agreement pursuant to Section 275(6) of the PPSA.

Personal Property Security. 14.1 23.1 In this clause ‘amendment demand’, ‘attaches’, ‘financing statement’, ‘financing change statement’, ‘personal property’, ‘security Agreementagreement’, ‘security interest’ and ‘verification statement’ have the meanings given to them by the PPSA. 14.2 23.2 The Client Customer and the Guarantor, if any, hereby charge the Goods and all of their respective interest in their personal property as security for the performance by the Client Customer of the ClientCustomer’s obligations under the Agreement. 14.3 23.3 The Client Customer acknowledges and agrees that: : (a) the Agreement constitutes a security agreement for the purposes of the PPSA, and (b) a security interest exists in all of Goods (and their proceeds) previously supplied by the Client’s existing Supplier to the Customer (if any) and in all future personal property Goods supplied (and their proceeds), and , (c) WDG the Customer has received or will receive value as at the date of first delivery of the Goods (or any part of the Goods) and that the Supplier has not agreed to postpone the time the security interest attaches to the Client’s personal propertyGoods, and (d) where the Supplier has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply. 14.4 23.4 The Client Customer shall: : (a) promptly sign all documents and provide any further information that WDG the Supplier may reasonably require to register a financing statement or financing change statement in relation to a security interest granted to WDG the Supplier under the Agreement or any other document required to be registered under the PPSA, and , (b) notify the Supplier in writing of any intention to change the Customer’s business practices to include the sale or leasing of Goods of like kind to the Goods (or any part thereof) in the ordinary course of the Customer’s business, and (c) on demand reimburse WDG the Supplier for all costs and expenses incurred in registering a financing statement or 23.5 The Customer must not, without the Supplier’s prior written consent: (a) register or permit to be registered a financing statement or financing change statementstatement in relation to the Goods in favour of a third party, or (b) register or cause to be registered a financing change statement in respect of a security interest granted under the Agreement, (c) issue or permit any other person to issue an amendment demand to the Supplier unless all monies payable by the Customer under the Agreement have been received by the Supplier in cleared funds. 14.5 The Client irrevocably appoints WDG and each director of WDG as the Client’ true and lawful attorney for the purpose of performing all acts and signing all documents necessary to give effect to this clause. 14.6 23.6 Any requirement under the PPSA on the part of WDG the Supplier to give a notice to the Client Customer or any Guarantor shall not, to the extent that the requirement may be contracted out of (including, without limitation, under Section 115(1) of the PPSA), apply to the Agreement. Further, to the extent that that the Client Customer and/or the Guarantor may waive the right to receive a notice under the PPSA (including, without limitation, notice in relation to a verification statement under Section 157(1) of the PPSA), the Client Customer and the Guarantor waives that right. 14.7 23.7 The Client Customer irrevocably authorises and licenses WDG the Supplier to enter upon the ClientCustomer’s property or premises, without notice, and without being in any way liable to the ClientCustomer, if WDG the Supplier has cause to exercise any of WDGthe Supplier’s rights under Section 123 of the PPSA, and the Client Customer shall indemnify WDG the Supplier from any claims made by any third party as a result of such exercise. 14.8 WDG 23.8 The Supplier and the Client Customer agree to treat information of the kind referred to in Section 275(1) of the PPSA as confidential. Neither WDG the Supplier or the Client Customer will disclose, send or make available any of the information referred to in Section 275(1) of the PPSA to any person except as required by law or the Agreement. 14.9 WDG 23.9 The Supplier and the Client Customer acknowledge and agree that clause 14.8 23.8 constitutes a confidentiality Agreement agreement pursuant to Section 275(6) of the PPSA.