Financial Secure Addendum

FINANCIAL SECURE ADDENDUM

This Financial Secure Addendum (the Addendum) is entered into as of between Lender Name: and Borrower Name: . This Addendum supplements and amends the terms of the underlying agreement identified below.

Reference Agreement

Reference Agreement Title:

Recitals

WHEREAS, Borrower is obligated to Lender under the Reference Agreement and any other agreements, instruments or documents executed in connection therewith (collectively, the Secured Obligations); and

WHEREAS, as security for the prompt payment and performance of the Secured Obligations, Borrower agrees to grant to Lender a continuing security interest in the Collateral described below, and Lender and Borrower desire to set forth certain terms and additional protections in this Addendum.

Secured Obligations

The Secured Obligations secured by this Addendum include past, present and future indebtedness, obligations, liabilities, costs, fees and expenses of Borrower to Lender arising under the Reference Agreement or otherwise, including principal of: and accrued interest, fees and costs.

Description of Collateral

Borrower hereby grants to Lender a continuing security interest in the following Collateral:

Grant of Security Interest; Scope

Borrower hereby grants, transfers and pledges to Lender a continuing first-priority security interest in and to the Collateral to secure the full and punctual performance and payment of the Secured Obligations. This security interest shall be a continuing security interest and shall attach to all present and future proceeds of the Collateral.

Perfection and Priority

Borrower authorizes Lender to take all actions necessary to perfect and protect the security interest hereby granted, including but not limited to filing financing statements, taking possession of certificated collateral, control agreements for investment property and deposit accounts, and recording notices or UCC-1 forms in jurisdictions deemed appropriate by Lender. Borrower will execute such financing statements, agreements and instruments as Lender may reasonably request.

Financing statement to be filed: Yes     Purchase Money Security Interest: Yes

Covenants of Borrower

Borrower represents, warrants and covenants that: (a) Borrower has good and marketable title to the Collateral free of any liens except those permitted by Lender; (b) Borrower will keep the Collateral in good order and repair and will not sell, assign, transfer or otherwise dispose of the Collateral except in the ordinary course of business or with Lender's prior written consent; (c) Borrower will maintain insurance on the Collateral with loss payable to Lender; and (d) Borrower will provide such financial information, inventories, access and authorizations as Lender may reasonably request to preserve and perfect the security interest.

Repayment Terms; Fees

Events of Default; Remedies

The following events shall constitute an Event of Default under this Addendum: failure to make any payment when due; breach of any representation, warranty or covenant in this Addendum; insolvency or bankruptcy of Borrower; or any levy, attachment, or other seizure of the Collateral. Upon the occurrence of an Event of Default, Lender shall have all rights and remedies provided by law and equity and pursuant to the Reference Agreement, including but not limited to taking possession of the Collateral, disposing of the Collateral by public or private sale, and applying proceeds to the Secured Obligations. Borrower waives presentment, demand, notice of dishonor and protest to the maximum extent permitted by law.

Costs; Attorneys' Fees

Borrower agrees to pay all costs and expenses, including reasonable attorneys' fees and costs of litigation and enforcement, incurred by Lender in exercising its rights under this Addendum or in collecting or securing the Secured Obligations.

Notices

All notices required or permitted under this Addendum shall be in writing and delivered to the addresses below by overnight courier, registered mail, or personal delivery. Notices are effective upon receipt.

Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Amendment; Waiver; Severability; Survival

This Addendum may be amended or modified only by a written instrument executed by both parties. No waiver by either party of any default or breach shall be effective unless in writing. If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. All representations, warranties, covenants, indemnities and obligations intended to survive termination of this Addendum shall survive.

Acknowledgment and Certification

Borrower certifies that the information provided herein is true and correct, that Borrower has the authority to grant the security interest described in this Addendum, and that no other security interests exist in the Collateral except as disclosed to Lender. Borrower authorizes Lender to file such financing statements and other notices as necessary to perfect and maintain the security interest created by this Addendum.

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