UCC Term Agreement

UCC TERM AGREEMENT

Parties and Identification

Agreement Date:

WHEREAS

WHEREAS, Secured Party and Debtor entered into certain commercial arrangements under which Debtor has outstanding obligations to Secured Party; and

WHEREAS, Debtor desires to grant and Secured Party desires to take and retain a security interest in certain collateral described below to secure Debtor's payment and performance obligations under this Agreement; and

WHEREAS, the parties wish to set forth the terms, duration and conditions under which the security interest will be perfected, maintained, and terminated.

Grant of Security Interest and Collateral

Debtor hereby grants to Secured Party a continuing security interest in the following collateral (the "Collateral") to secure all present and future obligations owed by Debtor to Secured Party under this Agreement and any related documents:

Scope of Work

Secured Party shall have the right, but not the obligation, to provide collateral management, monitoring and related services reasonably necessary to preserve the value and perfection of the Collateral. The scope of such services, including specific duties, frequency of reporting, and performance standards, is set forth below.

Payment Terms

Debtor shall pay Secured Party for services and for any fees associated with perfection, filing, maintenance, and enforcement of the security interest as set forth herein.

If any payment is not received within days after its due date, a late fee equal to % per month (or the maximum permitted by applicable law, if less) shall accrue on the overdue amount until paid in full.

Term and Termination

This Agreement commences on the Commencement Date and continues in effect through the Termination Date unless earlier terminated in accordance with this section.

Commencement Date:    Termination Date:

Either party may terminate this Agreement for convenience upon providing the other party the notice period set forth above. Termination shall not relieve Debtor of obligations accrued prior to termination or affect Secured Party's rights with respect to the Collateral until such time as Secured Party executes and delivers any required termination statement or other release.

Representations, Warranties and Covenants

Debtor represents and warrants that Debtor has good and marketable title to the Collateral free of any other security interest except as expressly disclosed to Secured Party in writing; Debtor has full power and authority to grant the security interest; and no authorization, registration, or consent is required other than those already disclosed.

Debtor covenants to maintain the Collateral, to notify Secured Party promptly of any material adverse change in the Collateral or Debtor's business and to execute such financing statements, continuation statements, assignments and other documents and instruments as Secured Party may reasonably request to perfect, maintain, or protect the security interest.

Default and Remedies

An Event of Default shall occur upon: (a) Debtor's failure to pay any amount when due; (b) Debtor's breach of any material covenant or representation; (c) Debtor's insolvency, appointment of a receiver or commencement of bankruptcy proceedings; or (d) any creditor obtaining a lien on the Collateral not consented to by Secured Party.

Upon the occurrence of an Event of Default, Secured Party may exercise all rights and remedies provided by this Agreement and applicable law, including but not limited to taking possession of the Collateral, selling or otherwise disposing of the Collateral, and applying proceeds to Debtor's obligations, after providing such notice as may be required by applicable law.

UCC Filings; Perfection; Continuation

Debtor authorizes Secured Party to file one or more financing statements, continuation statements, amendments and termination statements in any filing office necessary or advisable to perfect and continue the security interest granted hereunder. Debtor shall, at Secured Party's request, promptly execute any financing statement or related document required for filing.

Secured Party shall have the right to pay any taxes or other charges levied against the Collateral and to add such amounts to Debtor's obligations secured hereby.

Confidentiality

Each party shall keep confidential and not disclose to any third party the terms of this Agreement and any non-public information obtained in connection with this Agreement, except to the extent disclosure is reasonably necessary to enforce rights herein, to its legal or financial advisors subject to confidentiality obligations, or as required by applicable law. The obligation of confidentiality shall survive termination of this Agreement for a period of years.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice to the other).

Governing Law; Jurisdiction

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. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for any disputes arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, together with any schedules and financing statements executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument executed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. Headings are for convenience only and shall not affect interpretation.

Execution

The parties have executed this UCC Term Agreement as of the Agreement Date set forth above.

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