UCC Financing Statement

UCC FINANCING STATEMENT

This UCC Financing Statement (the "Statement") is executed as of Effective Date: by and between Debtor Name: Debtor Address: and Secured Party Name: Secured Party Address: .

Recitals

WHEREAS, Debtor has incurred or may incur obligations to Secured Party (collectively, the "Obligations") under that certain agreement dated Agreement Date: and as further described in this Statement; and

WHEREAS, to secure payment and performance of the Obligations, Debtor has granted, or shall grant, to Secured Party a security interest in the Collateral (as defined below) and the parties intend that the security interest shall be perfected by the filing of this Statement in the appropriate filing office.

WHEREAS, the parties intend that this Statement constitute a financing statement under the applicable provisions of the Uniform Commercial Code and that this Statement provide notice of Secured Party's security interest to third parties.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Collateral; Description

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

2. Grant of Security Interest

Debtor hereby grants to Secured Party a continuing security interest in the Collateral described above to secure the prompt payment and performance of the Obligations. The security interest extends to proceeds and products of the Collateral and to all substitutions and replacements thereof and all accessions thereto, as permitted by law.

The parties agree that the security interest includes after-acquired property to the fullest extent permitted by applicable law: After-Acquired Property: Yes

3. Obligations Secured

The security interest secures the payment and performance of all Obligations of Debtor to Secured Party, whether now existing or hereafter arising, including principal, interest, fees, costs of collection and enforcement, and other amounts due under the agreements evidencing the Obligations. Maximum Secured Amount (if applicable):

4. Perfection and Filing

Secured Party shall have the right to file or cause to be filed financing statements and continuation statements in any public office to perfect and maintain perfection of the security interest. Debtor hereby irrevocably authorizes Secured Party to file such financing statements and continuation statements without further signature by Debtor to the extent permitted by law.

Filing Office: Prior Filing or Reference Number (if any):

5. Additional Debtor and Related Parties

6. Representations and Warranties

Debtor represents and warrants that (a) Debtor has full power and authority to grant the security interest described herein; (b) the Collateral is and will be free and clear of any liens, encumbrances or security interests other than those disclosed herein and permitted by Secured Party; and (c) execution and delivery of this Statement and performance of Debtor's obligations do not conflict with any other agreement or law applicable to Debtor.

7. Default; Remedies

Upon the occurrence of an Event of Default (as defined in the underlying agreements), Secured Party shall have all rights and remedies provided by law and equity, including, without limitation, the right to take possession of the Collateral, collect proceeds and accounts, and dispose of the Collateral in a commercially reasonable manner.

8. Priority; Subordination

The parties intend that the security interest perfected by this Statement constitute a first-priority security interest except as to prior perfected security interests of record or statutory liens having priority by operation of law. Any subordination of rights shall be expressly set forth in a separate written agreement signed by the parties.

9. Notices

All notices, demands and communications required or permitted under this Statement shall be in writing and sent to the addresses set forth below, or to such other address as either party may specify by written notice to the other.

10. Amendments; Waiver; Counterparts

This Statement may be amended only by an instrument in writing signed by the party against whom enforcement of the amendment is sought. No failure or delay by Secured Party in exercising any right shall operate as a waiver of that right. This Statement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

11. Governing Law; Entire Agreement; Severability

This Statement shall be governed by and construed in accordance with the laws of Jurisdiction: without regard to conflicts of law principles. This Statement, together with the underlying agreement(s) governing the Obligations, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Statement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. Certification; Authorization

Each undersigned represents and warrants that such party is duly authorized to execute this Statement and that the information contained herein is true, correct and complete to the best of such party's knowledge. Each party further certifies that the execution of this Statement is for the purpose of perfecting, continuing or otherwise affecting a security interest under applicable law.

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