UCC Financing Statement Authorization

UCC Financing Statement Authorization

This UCC Financing Statement Authorization (the "Authorization") is made and entered into as of by and between Debtor Name: , Entity Type: , Address: (the "Debtor"), and Secured Party: , Address: (the "Secured Party").

RECITALS

WHEREAS, Debtor and Secured Party have entered into a security agreement or other agreement (the "Security Agreement") described as follows: Security Agreement Date: ; and

WHEREAS, Secured Party desires, and Debtor has agreed, that Secured Party (or Secured Party's agent or representative) may prepare, execute and file, in the appropriate filing offices, one or more UCC financing statements, continuations, amendments, assignments and terminations to perfect, continue, amend or give notice of the security interest granted under the Security Agreement; and

WHEREAS, the parties intend by this Authorization to set forth the terms upon which Debtor authorizes such filings and to confirm related representations, covenants and indemnities.

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

1. AUTHORIZATION TO FILE

Debtor hereby authorizes the Secured Party, and any designee or agent of Secured Party, to prepare, sign (where permitted), file and record one or more UCC-1 financing statements, continuation statements, amendments (including amendments to add or remove collateral or parties), termination statements and assignments, and any other documents or instruments necessary or convenient to evidence, perfect, continue, or terminate the security interest granted by Debtor to Secured Party under the Security Agreement (collectively, the "Financing Statements"). This authorization includes the authority to correct or supplement any Financing Statement filed by Secured Party to cure any filing office omission, error or insufficiency.

2. SCOPE OF COLLATERAL

The authorization applies to all collateral described in the Security Agreement and to the collateral described below:

3. FILING INSTRUCTIONS

Check all types of UCC filings authorized by Debtor:

Initial financing statement

Continuation statement

Amendment (to add/remove collateral or parties)

Termination statement

Assignment of secured party (or assignment of collateral)

Other:

4. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party that: (a) Debtor is the lawful owner of the collateral or has the right to grant a security interest therein; (b) the signing of this Authorization and the filing of any Financing Statement authorized hereunder will not violate any agreement, order, judgment or law to which Debtor is subject; and (c) to Debtor's knowledge, there are no prior liens, security interests or encumbrances affecting the collateral except as disclosed in writing to Secured Party on or before the date of this Authorization.

5. COVENANTS

Debtor covenants to execute such further instruments and to provide such information as Secured Party may reasonably request to effect, perfect, continue, amend, assign or terminate the security interest. Debtor will promptly notify Secured Party of any change in Debtor's legal name, organizational structure, or chief place of business that would affect any Financing Statement filed hereunder.

6. INDEMNIFICATION

Debtor shall indemnify, defend and hold harmless Secured Party and its agents from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to any filing made in good faith pursuant to this Authorization, except to the extent resulting from Secured Party's gross negligence or willful misconduct.

7. EFFECTIVE DATE AND TERMINATION

This Authorization shall be effective as of the Authorization Date and shall remain in effect until the earliest of: (a) termination in writing signed by both Debtor and Secured Party; (b) the date the obligations secured under the Security Agreement are indefeasibly paid in full; or (c) such other time as the parties may agree in writing. Notwithstanding termination, Secured Party is authorized to file any Financing Statement or related document reasonably necessary to reflect any transaction that occurred while this Authorization was in effect.

8. NOTICES

All notices required or permitted under this Authorization shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be deemed received upon delivery or refusal of delivery.

9. AMENDMENTS; WAIVER

This Authorization may be amended or modified only by a written instrument signed by both Debtor and Secured Party. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Authorization shall be governed by and construed in accordance with the internal laws of the jurisdiction specified below without regard to conflict of laws principles. The parties agree that the proper law applicable to interpretation and enforcement shall be:

This Authorization constitutes the entire agreement between Debtor and Secured Party with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating to the authorization to file Financing Statements. If any provision of this Authorization is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall be unimpaired and in full force and effect.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Authorization may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means that are intended to have the same effect as an original signature shall be effective for all purposes.

12. CERTIFICATION

Debtor certifies that the information provided in this Authorization is true and correct to the best of Debtor's knowledge and that Debtor has full power and authority to grant the authorizations contained herein. Debtor further acknowledges that Secured Party may rely upon the representations and authorizations in this Authorization in filing any Financing Statement.

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