Collateral Security Agreement

COLLATERAL SECURITY AGREEMENT

This Collateral Security Agreement ("Agreement") is made as of by and between Lender Name: , an entity organized as with principal place of business at , and Borrower Name: , an entity organized as with principal place of business at . Lender and Borrower are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Borrower is indebted to Lender pursuant to that certain Obligation evidenced by a promissory note, loan agreement, or other instrument in the original principal amount of (the "Obligations");

WHEREAS, to secure prompt payment and performance of the Obligations, Borrower agrees to grant to Lender a continuing security interest in certain property of Borrower as described herein (the "Collateral"); and

WHEREAS, Lender is willing to accept a security interest in the Collateral on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Collateral" means all property, whether now owned or hereafter acquired by Borrower, described in Section 3 and in Schedule A attached hereto, and all proceeds, products and replacements thereof.

(b) "Obligations" means the principal, interest, fees, expenses and other amounts due under the Obligation described in the Recitals and any other agreements or instruments executed in connection therewith.

2. GRANT OF SECURITY INTEREST

As security for the full and punctual payment and performance of the Obligations, Borrower hereby grants to Lender a continuing first priority security interest in, lien on, and right of set-off against all right, title and interest of Borrower in and to the Collateral. The grant covers all proceeds, accessions, product, replacements and exchanges of the Collateral and all accounts, documents, instruments, chattel paper, general intangibles and other rights arising therefrom.

3. DESCRIPTION OF COLLATERAL

The Collateral shall include, without limitation, the following categories (to the extent owned by Borrower): inventory, equipment, accounts receivable, fixtures, contract rights, general intangibles, instruments, investment property, deposit accounts, letter-of-credit rights, supporting obligations, and all proceeds thereof. Detailed description and any specific exclusions are set forth in Schedule A.

4. OBLIGATIONS SECURED

This Agreement secures (a) payment and performance of the Obligations, including principal, interest, fees, costs of collection and enforcement, and any renewals, extensions or modifications of the Obligations; and (b) the Obligations evidenced by instruments or agreements now or hereafter existing between Borrower and Lender.

5. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that: (a) Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) Borrower has the power and authority to execute, deliver and perform this Agreement; (c) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been duly authorized; (d) Borrower is the sole owner of the Collateral free of any lien, security interest or encumbrance except as permitted by Lender in writing; and (e) the Collateral is not subject to any agreement that would prevent the grant, perfection or enforcement of the security interest created by this Agreement.

6. COVENANTS

Borrower covenants that, until all Obligations are paid in full and the security interest is terminated, Borrower shall: (a) keep the Collateral free from liens and encumbrances other than those permitted by Lender; (b) maintain and preserve the Collateral and pay all taxes and assessments on the Collateral when due; (c) execute and deliver such documents and instruments and take such actions as Lender may reasonably request to perfect, protect, maintain or enforce the security interest; and (d) notify Lender promptly of any change in Borrower's name, organizational structure, chief executive office or location of the Collateral.

7. PERFECTION; FILING; ADDITIONAL ASSURANCES

Borrower authorizes Lender to file financing statements and other filings, to the extent permitted by law, naming Borrower as debtor and describing the Collateral. Borrower shall execute such financing statements and other documents reasonably requested by Lender to perfect and maintain the security interest. Borrower irrevocably appoints Lender as its attorney-in-fact solely to execute and file such documents if Borrower fails to do so after written request from Lender.

8. DEFAULT; REMEDIES

An Event of Default occurs upon: (a) Borrower's failure to pay any amount when due under the Obligations; (b) Borrower's breach of any material term of this Agreement or any other loan document; (c) Borrower's insolvency, commencement of a voluntary or involuntary bankruptcy, assignment for the benefit of creditors, or appointment of a custodian or receiver; or (d) the occurrence of any other event specified in the Obligation as constituting default. Upon the occurrence of an Event of Default, Lender may, at its election and without notice or demand to the extent permitted by law, exercise all rights and remedies available at law, in equity, or under this Agreement, including without limitation: declaring all Obligations immediately due and payable; taking possession of the Collateral; selling, leasing or otherwise disposing of the Collateral; and applying the proceeds to the Obligations with any surplus returned to Borrower and any deficiency recoverable by Lender.

9. PRIORITY; SUBORDINATION

Borrower shall not grant any security interest in the Collateral that has priority over the security interest granted herein without Lender's prior written consent. Any subordination of this security interest shall be effective only if evidenced by a written instrument signed by Lender.

10. FEES AND EXPENSES

Borrower agrees to pay all reasonable costs and expenses incurred by Lender in connection with the preparation, filing, perfection, preservation and enforcement of the security interest created by this Agreement, including reasonable attorneys' fees, filing fees and costs of sale, whether or not litigation is commenced.

11. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic transmission confirmed by a copy sent by certified mail, to the addresses set forth below or to such other address as a Party may specify by notice to the other Party in accordance with this Section.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the Collateral or the Obligations. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

14. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by the Party against whom enforcement is sought. No failure or delay by Lender in exercising any right or remedy shall operate as a waiver of any such right or remedy. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. MISCELLANEOUS

Borrower authorizes Lender to disclose the existence of this Agreement and such information concerning Borrower and the Collateral as Lender deems appropriate to third parties, prospective purchasers of the Collateral and governmental authorities to the extent required for perfection or enforcement. The remedies provided in this Agreement are cumulative and in addition to all other remedies available at law or in equity.

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