Miscellaneous UCC Form Template

MISCELLANEOUS UCC FORM TEMPLATE

Parties

Secured Party:

Debtor:

WHEREAS

WHEREAS, Secured Party is extending financial accommodations or other value to Debtor, and Debtor desires to grant and hereby grants to Secured Party a security interest in the Collateral (as defined below) to secure Debtor's Obligations (as defined below).

WHEREAS, the parties intend that the security interest granted by this Agreement be perfected by the filing of one or more financing statements under the Uniform Commercial Code in the relevant filing jurisdiction(s).

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Obligations and the Collateral in this written Agreement.

Definitions and Secured Obligations

"Obligations" means all present and future debts, liabilities, interest, fees, and other amounts owing by Debtor to Secured Party arising under or in connection with the credit accommodations, whether absolute or contingent, direct or indirect. The aggregate principal amount secured by this Agreement at execution is:

Scope of Work / Services

Describe the commercial purpose of the transaction, services to be provided, or business relationship between the parties:

Collateral

Debtor grants to Secured Party a continuing security interest in all of Debtor's right, title and interest in the following described property (collectively, the "Collateral"):

Inventory Equipment Accounts General Intangibles / Choses in Action

Payment Terms

In the event of default as defined herein, Secured Party shall have all rights and remedies of a secured creditor under applicable law, including taking possession of the Collateral, collecting proceeds, and applying proceeds to the Obligations after reasonable expenses of collection and sale.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement upon written notice to the other party in accordance with the notice period set forth above; termination does not discharge Debtor's liability for Obligations then outstanding and Secured Party's security interest remains to secure such Obligations until satisfied.

Perfection and UCC Filing

Secured Party may file financing statements and other documents necessary to perfect and continue the perfection of its security interest in the Collateral. Filing jurisdiction for primary perfection:

Debtor authorizes Secured Party to execute and file any UCC financing statements, continuations, amendments or assignments as Secured Party deems necessary to perfect and maintain its security interest without further signature from Debtor where permitted by law.

Confidentiality

Each party shall hold in confidence the other's non-public information disclosed in connection with this Agreement and shall not disclose such information to any third party except as required by law or as reasonably necessary to enforce rights under this Agreement. This obligation survives termination for a period of three (3) years.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to choice of law rules. Governing law jurisdiction:

The rights and remedies provided by this Agreement are cumulative and in addition to any rights and remedies provided by law. Secured Party is entitled to recover all costs of collection, including reasonable attorneys' fees, incurred in enforcing this Agreement.

Representations, Warranties and Covenants

Debtor represents and warrants that it is the lawful owner of the Collateral free of liens except for the security interest granted herein; has full power and authority to grant this security interest; and that the execution and performance of this Agreement do not violate any agreement or law binding on Debtor.

Debtor covenants to keep accurate records of the Collateral, to notify Secured Party of material changes in Debtor's name or location, and to execute additional documents reasonably requested by Secured Party to perfect or maintain the security interest.

Entire Agreement

This Agreement, together with any schedules, financing statements, and related documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings or agreements, written or oral.

Amendments; Assignments

Any amendment to this Agreement must be in writing and executed by both parties. Secured Party may assign its rights under this Agreement; Debtor may not assign its obligations without Secured Party's prior written consent.

Execution and Certification

By signing below, Debtor certifies that the information provided in this Agreement is true and correct and authorizes Secured Party to file any financing statements necessary to perfect its security interest in the Collateral. Debtor further certifies that it is duly authorized to execute this Agreement.

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