Uniform Commercial Code Release

UNIFORM COMMERCIAL CODE RELEASE

This Uniform Commercial Code Release (the "Release") is made as of Effective Date: by and between Secured Party Name: with address: and Debtor Name: with address: .

RECITALS

WHEREAS, Secured Party and Debtor entered into a Security Agreement dated (the "Security Agreement"), under which Debtor granted Secured Party a security interest in certain personal property described herein; and

WHEREAS, a financing statement relating to the security interest was filed in the filing office of State: with file number: ; and

WHEREAS, the parties desire to evidence the release and termination of the security interest described below in accordance with the Uniform Commercial Code.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. RELEASE

Subject to the terms of this Release, Secured Party hereby expressly releases, terminates and forever discharges the security interest, lien, and all rights and remedies of Secured Party in and to the Collateral described in Section 2 below, and authorizes the filing of a termination statement with respect to the financing statement identified above. This Release effectuates a release of the security interest only to the extent described herein and does not, except as expressly provided, alter or waive any other rights or obligations of the parties under the Security Agreement or any other agreement.

2. DESCRIPTION OF COLLATERAL

3. SCOPE OF RELEASE

The Release shall apply to: Release of all collateral identified in the Security Agreement; Release limited to the collateral described in the Collateral section above.

If the release is limited, the parties specify additional particulars below.

4. FILING AND TERMINATION

Secured Party agrees to execute and deliver to Debtor, upon Debtor’s reasonable request, a UCC termination statement or other documents reasonably necessary to evidence termination of the security interest in the Collateral. If Secured Party fails to execute such documents within a commercially reasonable time, Secured Party authorizes Debtor to file a termination statement bearing a certification of Secured Party’s consent to termination.

Filing Office State for termination: . Financing statement file number to be terminated: .

5. EFFECT ON OBLIGATIONS

Except as expressly provided in this Release, this Release does not release, discharge, or otherwise affect any obligation of Debtor to Secured Party that is independent of the security interest in the Collateral. If the parties intend that any monetary obligation be released in whole or in part, such intention must be set forth expressly and in writing in the space below.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has the power and authority to enter into this Release and to perform its obligations hereunder; (b) the individual signing on its behalf is duly authorized to execute this Release; and (c) the execution, delivery and performance of this Release will not violate any agreement to which it is a party. Secured Party further represents that, to the best of its knowledge, the security interest described herein is being released as of the Effective Date.

7. INDEMNIFICATION

Debtor agrees to indemnify and hold harmless Secured Party from and against any losses, claims, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of any inaccurate statement by Debtor in this Release or Debtor’s failure to perform any obligation expressly retained after this Release becomes effective.

8. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further action as may be reasonably necessary to effectuate the provisions and intents of this Release, including without limitation the execution of termination statements or corrective filings.

9. NOTICES

Any notice required or permitted under this Release shall be in writing and shall be delivered by hand, sent by certified mail, return receipt requested, or delivered by reputable overnight courier to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

10. GOVERNING LAW; MISCELLANEOUS

Governing Law: This Release shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement: This Release constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, relating to such subject matter.

Severability: If any provision of this Release is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Release shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right under this Release shall operate as a waiver of that right.

Counterparts: This Release may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

CERTIFICATIONS

Secured Party certifies that, to the best of its knowledge, no other person or entity holds a security interest in the Collateral that is being released hereunder other than the Secured Party, except as disclosed in writing to Debtor. Each party further certifies that the person executing this Release on its behalf is duly authorized to do so.

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