SECURITY AGREEMENT (ALASKA)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

SECURITY AGREEMENT
This Security Agreement (this "Agreement") is made as of [EFFECTIVE DATE] by and between:

1. [SECURED PARTY NAME], ("Secured Party"); and
2. [DEBTOR NAME], ("Debtor").

Recitals

A. Debtor is indebted to Secured Party under that certain [NAME OF CREDIT DOCUMENT] dated [DATE] (the "Credit Agreement").

B. As a condition to credit under the Credit Agreement, Debtor has agreed to grant Secured Party a security interest in the Collateral in accordance with Article 9 of the Uniform Commercial Code as adopted in Alaska (AS 45.29).

NOW, THEREFORE, the parties agree as follows:

II. DEFINITIONS

"Collateral" means all of Debtor's right, title, and interest in: Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Supporting Obligations, and all Proceeds thereof.

"Event of Default" has the meaning set forth in Section VI.1.

"Obligations" means all present and future indebtedness of Debtor to Secured Party under the Credit Agreement and this Agreement.

"Permitted Lien" means any lien expressly permitted under Section V.2(b).

"Proceeds" has the meaning assigned in Alaska UCC Section 45.29.102(a)(64).

III. OPERATIVE PROVISIONS

1. Grant of Security Interest. Debtor grants to Secured Party a continuing first-priority security interest in the Collateral to secure the Obligations.

2. Perfection. Debtor authorizes Secured Party to file UCC financing statements to perfect the security interest.

3. Continuing Nature. This Agreement remains in force until all Obligations are paid in full.

4. Future Advances. This Agreement secures future advances.

IV. REPRESENTATIONS & WARRANTIES

Debtor represents and warrants:

1. Organization; Power. Debtor is duly organized and in good standing.

2. Authorization; Enforceability. This Agreement is Debtor's legal, valid, and binding obligation.

3. Title to Collateral. Debtor has good title to the Collateral, free of liens except Permitted Liens.

4. Location of Collateral. The Collateral is located as set forth on Schedule 1.

5. No Violation. This Agreement does not violate any organizational documents or law.

6. Solvency. Debtor is solvent.

V. COVENANTS & RESTRICTIONS

1. Affirmative Covenants. Debtor shall maintain Collateral, keep records, maintain insurance, and execute further assurances.

2. Negative Covenants. Without consent, Debtor shall not sell Collateral (except inventory in ordinary course), create liens, change name or jurisdiction without notice, or terminate control agreements.

3. Notice of Certain Events. Debtor shall promptly notify Secured Party of defaults or material loss to Collateral.

4. Inspection. Secured Party may inspect Collateral upon reasonable notice.

VI. DEFAULT & REMEDIES

1. Events of Default.
   (a) Payment Default.
   (b) Breach of Covenants.
   (c) Breach of Representation.
   (d) Insolvency Proceedings.
   (e) Cross-Default.

2. Notice and Cure. Secured Party shall give notice; Debtor has ten (10) days to cure if curable.

3. Remedies. Upon default, Secured Party may accelerate, repossess, dispose of Collateral, exercise set-off, and pursue all UCC remedies.

4. Attorneys' Fees. Debtor shall pay Secured Party's enforcement costs.

5. Cumulative Rights. Rights are cumulative and not exclusive.

VII. RISK ALLOCATION

1. Indemnification. Debtor shall indemnify Secured Party for losses arising from the Collateral or this Agreement, except for Secured Party's gross negligence or willful misconduct.

2. Limitation of Liability. Secured Party's liability shall not exceed the fair market value of the Collateral.

3. Force Majeure. Secured Party is not liable for delays beyond reasonable control.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement shall be governed by Alaska law.

2. Forum Selection. The Parties submit to exclusive jurisdiction of Alaska state courts.

3. Arbitration. [OPTIONAL]

4. Jury Trial Waiver. [OPTIONAL]

5. Injunctive Relief & Replevin. Secured Party may seek injunctive relief, replevin, or UCC remedies.

IX. GENERAL PROVISIONS

1. Amendments; Waivers. Require written consent.

2. Assignment. Secured Party may assign; Debtor may not without consent.

3. Termination. Upon full payment, Secured Party shall file termination statements.

4. Successors & Assigns. Agreement binds successors and assigns.

5. Severability. Invalid provisions shall be reformed.

6. Entire Agreement. This Agreement is the entire agreement.

7. Counterparts; Electronic Signatures. Electronic signatures are valid.

8. Notices. Notices shall be in writing.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Security Agreement as of the Effective Date.

STATE OF ALASKA )
)
COUNTY OF __________ )

On this ___ day of __________, 20__, before me, the undersigned Notary Public, personally appeared _____________________, who acknowledged execution of this Agreement.