Description Of Collateral

Debtor: Secured Party

[name of debtor] [name of secured party]

All Accounts, Chattel Paper, Equipment, Fixtures, General Intangibles, Instruments, Inventory, Documents, and Motor Vehicles and any and all accessories and additions thereto, and any and all replacements and proceeds thereof, now existing or hereafter arising and wherever located, now owned or hereafter acquired by Borrower or in which Borrower has an interest or which now or hereafter are at any time in the possession or control of Secured Party or in transit by mail or carrier to or in possession of any third party acting on behalf of Secured Party, without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party has conditionally released the same; all as more particularly described in Exhibit A attached to this Financing Statement [omitted] and made a part of this Financing Statement. 1. The term "Accounts" shall have the meaning assigned thereto in the Uniform Commercial Code as in effect in the Statof [state] (the UCC) and shall include, without limitation, any right to payment now or hereafter held by, received by, belonging to, or owing to Debtor for goods sold or leased by Debtor or for services rendered by Debtor whether or not earned by performance, together with all guarantees and security therefor and all proceeds thereof, whether cash proceeds or otherwise, including, without limitation, all right, title, and interest of Debtor in the goods that gave rise to any such Accounts, including, without limitation, the right of stoppage in transit, all returned, rerouted, or repossessed goods, all insurance and condemnation proceeds in respect of the foregoing, all rights of Debtor as an unpaid seller of goods and services, including, without limitation, rights of replevin, reclamation, and resale, and all reserves and deposits associated with any of the foregoing.

2. The term "Chattel Paper" shall mean any writing that evidences both a monetary obligation and a security interest in or a lease of specific goods, whether now or hereafter held by Debtor.

3. The term "Documents" shall have the meaning assigned thereto in the UCC.

4. The term "Equipment" shall mean all the machinery, equipment, furniture, furnishings, books, goods, and other tangible personal property, excluding Inventory, now owned or hereafter acquired by Debtor and used or acquired for use primarily in or in connection with Debtor's business.

5. The term "Fixtures" shall have the meaning assigned thereto in the UCC.

6. The term "General Intangibles" shall have the meaning assigned thereto in the UCC, and shall include, without limitation, any personal property other than Accounts, Chattel Paper, Documents, and Instruments (as defined herein), other than goods (as defined in the UCC), and other than money, but including, without limitation, all things in action, tax refunds and the rights thereto, and all trademarks, trade names, service marks, and the goodwill associated therewith, now or hereafter held by or owing to Debtor or in which Debtor may have or acquire any right, title, or interest.

7. The term "Instruments" shall mean a negotiable instrument (as defined in the UCC), a certificated security (as defined in the UCC), and any other writing that evidences a right to the payment of money and is not itself a security agreement or lease and is of a type that is in the ordinary course of business transferred by delivery with any necessary endorsement or assignment, whether any of the foregoing is now or hereafter may be held by Debtor.

8. The term "Inventory" shall mean all goods, raw materials, work in process, finished goods, products, merchandise, and other tangible personal property now owned or hereafter acquired by Debtor and held for sale or lease or resale or furnished or to be furnished under contracts of service or used or consumed in Debtor's business.

9. The term "Motor Vehicles" shall have the same meaning as that contained in Section [number] of the Uniform Motor Vehicle Certificate of Title Act as adopted in the State of [state] and codified at [number], as amended. [Alternative: The term "Motor Vehicles" shall have the same meaning as that contained in Article 9 of the UCC.]

10. All present and future books and records relating to any of the above, including, without limitation, all tapes, cards, computer programs, computer runs, and computer data in the possession or control of Debtor, any computer service bureau, or any other third party.

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