Common use of COVENANTS OF DEBTOR Clause in Contracts

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend the Collateral against the claims of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, the Debtor: (a) will defend the Collateral against the claims of all other personspersons except for liens and other matters set forth on Exhibit "A" attached hereto; (b) will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except for liens and other matters set forth on Exhibit "A" attached hereto; and (c) will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, except that prior to an Event of Default, the Debtor may sell or lease inventory in the ordinary course of the Debtor's business; (bd) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral and upon the Secured Party's request will xxxx any of such records and all or any other Collateral to give notice of the Security Interest and will permit the Secured Party or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Debtor's books, ledgers, reports, correspondence and other records; (e) upon demand, will deliver to the Secured Party any documents of title and any chattel paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales or leases or other dispositions of the Collateral and proceeds thereof and any and all other schedules, documents and statements which the Secured Party may from time to time reasonably request; (f) will notify the Secured Party immediately of any default by Account Debtors in payment or other performance of material obligations with respect to any Collateral; (g) without the Secured Party's written consent, will not make or agree to make any alteration, modification or cancellation of or substitution for or credits adjustments or allowances on any Collateral; (h) will keep the Collateral, including Debtor's books and records, Collateral at the address addresses specified above in Exhibit "B" until the Secured Party is notified in writing of any change in its location within location, and the State but Debtor will not remove the Collateral from the State nor change the location of the Debtor's chief executive office without the written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed ), except that the Debtor shall be entitled to change its chief executive office to a location in Jacksonville, Florida without the Secured Party's prior consent; (i) will notify the Secured Party promptly in writing of any change in the Debtor's address, name name, trade names or identity from that specified aboveabove or of any change in the location of the Collateral; and (j) will permit the Secured Party or its agents to inspect the Collateral; (ck) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (dl) will execute and deliver to the Secured Party such financing statements and other documentsstatements, pay all costs including costs of title searches and filing financing statements landlord waivers and other documents in any public offices reasonably requested by the Secured Party, and take such other action and provide such further assurances as the Secured Party may reasonably deem advisable to evidence, perfect or enforce the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (em) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the CollateralCollateral (unless the same are being contested in good faith); (fn) will immediately upon receipt deliver insure the Collateral against risks by obtaining policies (none of which shall be cancellable without at least 30 days prior written notice to the Secured Party) in coverage, form and amount and with companies reasonably satisfactory to the Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateralcontaining a loss payee provision in favor of the Secured Party, and at the Secured Party's request will deliver each policy or certificate of insurance therefor to the Secured Party; (o) will prevent any security for or guaranty of any part of the CollateralCollateral from becoming an accession to other goods not covered by this Agreement; (gp) will post all Receivables to Debtor's books and records immediately upon prevent the creation thereof; Collateral or any part of the Collateral from becoming a fixture (h) will not do business under any name or style other than that indicated on unless the first page thereofCollateral is specified as a fixture); and (iq) if any certificate of title may be issued with respect to any of the Collateral, will cause the Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to the Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled "Debtor Events of Default" herein; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterin paragraph 6, the Debtor: (a) will defend the Collateral against the claims of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease lease, or otherwise dispose of any of the Collateral or any interest interests therein without the prior written consent of the Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of the Secured Party; , will notify the Secured Party promptly in writing of any change in the Debtor's address, name or identity from that specified above; and will permit the Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Security Agreement, of any applicable statute, regulation or ordinance or of any policy of insurance insuring the Collateral; (d) will execute and deliver to the Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by the Secured Party, and take such other action as the Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver insure the Collateral against risks by obtaining policies (none of which shall be cancellable without the prior written consent of the Secured Party) in coverage, form, and amount and with companies satisfactory to the Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any such policies to contain a loss payee provision executed in favor of the CollateralSecured Party and at Secured Party's request will deliver each policy or certificate of insurance therefor to the Secured Party; (g) will post all Receivables prevent the Collateral or any part thereof from being or becoming an accession to Debtor's books and records immediately upon other goods not covered by the creation thereofSecurity Agreement; (h) unless the Collateral is specified in paragraph 3(d) as a fixture, will not do business under prevent the Collateral or any name or style other than that indicated on part of the first page thereofCollateral from becoming a fixture; and (i) if any certificate of title may be issued with respect to any of the Collateral, the Debtor will cause the Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to the Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (f) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (cg) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled "Debtor Events of Default" below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor agrees in general: (ai) will defend to pay all Secured Obligations when due; (ii) upon or following the Collateral against the claims occurrence of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory to pay all costs and expenses, including reasonable attorneys' fees, incurred by Lender in the ordinary course perfection, preservation, realization, enforcement and exercise of Debtor's businessits rights, powers and remedies hereunder; (biii) will keep to permit Lender to exercise its powers; (iv) to execute and deliver such documents as Lender deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change the places where Debtor keeps any of the Collateral without first giving Lender at least thirty (30) days' prior written notice; (v) to insure the Collateral under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender; (vi) to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use thereof, and not to use the Collateral for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (vii) to pay when due all license fees, registration fees and other charges in connection with the Collateral; (viii) not to permit any lien on the Collateral, including Debtorwithout limitation, liens arising from repairs to or storage of the Collateral, except in favor of Lender; (ix) not to sell, hypothecate or otherwise dispose of the Collateral, or any interest therein, without Lender's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the prior written consent of Secured Partyconsent; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will (x) to permit Secured Party or its agents Lender to inspect the CollateralCollateral at any time; (cxi) will if requested by Lender, to receive and use reasonable diligence to collect rights to payment and proceeds, in trust and as the property of Lender; (xii) upon or following the occurrence of an Event of Default, from time to time, when requested by Lender, to prepare and deliver to Lender all Collateral subject to this Agreement; (xiii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral, and as appropriate and applicable, to keep the Collateral in good and saleable condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Partyrepair, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreementkeep all Collateral free and clear of all defenses, including without limitation placing notations on Debtor's books rights of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments offset and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partycounterclaims.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that the Debtor (a) will will, at the Debtor’s sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party’s interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan the address of Debtor set forth in its public filings with the U.S. Securities and Exchange Commission; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party’s business.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend Debtor Agrees in general: (i) to pay indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Bank in the perfection and preservation of the Collateral against or Bank's interest therein and/or the claims realization, enforcement and exercise of all other personsBank's rights, powers and remedies hereunder; will keep (iv) to permit Bank to exercise its powers; (v) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the Collateral free from all security interests or other encumbrances, except the Security Interestcontemplated hereby; and will (vi) not assign, deliver, sell, transfer, lease to change its chief place of business or otherwise dispose of the places where Debtor keeps any of the Collateral or Debtor's records concerning the Collateral and Proceeds without first giving Bank written notice of the address to which Debtor is moving same. (b) Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) to insure Inventory and, where applicable, Rights to Payment with Bank as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Bank; (ii) not to use any Inventory for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (iii) not to remove Inventory from Debtor's premises, except for deliveries to buyers in the ordinary course of Debtor's business and except Inventory which consists of mobile goods as defined in the California Uniform Commercial Code, in which case Debtor agrees not to remove or permit the removal of the Inventory from its state of domicile for a period in excess of 30 calendar days; (iv) not to permit any lien on the Collateral or Proceeds, including without limitation, liens arising from the storage of Inventory, except in favor of Bank; (v) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein without the prior written consent of Secured Partytherein, except that prior sales of Inventory to an Event of Default, Debtor may sell inventory buyers in the ordinary course of Debtor's business; (bvi) will keep to furnish reports to Bank of all acquisitions, returns, sales and other dispositions of the Collateral, including Debtor's books Inventory in such form and records, detail and at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Partysuch times as Bank may require; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will (vii) to permit Secured Party or its agents Bank to inspect the CollateralCollateral at any time; (cviii) will to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (ix) if requested by Bank, to receive and use reasonable diligence to collect Rights to Payment and Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Rights to Payment and Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (x) not to commingle Rights to Payment, Proceeds or collections thereunder with other property; (xi) to give only normal allowances and credits and to advise Bank thereof immediately in writing if they affect any Rights to Payment or Proceeds in any material respect; (xii) on demand, to deliver to Bank returned property resulting from, or payment equal to, such allowances or credits on any Rights to Payment or Proceeds or to execute such documents and do such other things as Bank may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (xiii) from time to time, when requested by Bank, to prepare and deliver a schedule of all Collateral and Proceeds subject to this Agreement and to assign in writing and deliver to Bank all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof; (xiv) in the event Bank elects to receive payments of Rights to Payment or Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep the all Collateral in good and saleable condition in accordance with the standards and repair practices adhered to generally by users and will not use the Collateral in violation manufacturers of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Partylike property, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreementkeep all Collateral and Proceeds free and clear of all defenses, including without limitation placing notations on Debtor's books rights of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments offset and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partycounterclaims.

COVENANTS OF DEBTOR. So long as this Security Agreement has not been terminated as provided hereafter, Debtorremains in effect Debtor covenants and agrees: (a) will to defend the Collateral against the claims and demands of all other personsparties claiming the same or an interest therein; will to keep the Collateral free from all security interests or other encumbrances, except the for Security Interest; Interest and will those shown on Section 11 or hereafter approved in writing by RBC prior to their creation or assumption, and not assignto self, deliver, sellexchange, transfer, assign, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured PartyRBC, except that prior and in any event, to an Event deposit all money received from any disposition of Default, Debtor may sell inventory in the ordinary course of Debtor's businessCollateral with RBC; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing to notify RBC promptly of any change in its location within the State but information contained herein and of any claims, litigation, loss or damage which relates to Debtor will or Collateral; not to remove the Collateral from the State nor change the location of Debtor's chief executive office location(s) set forth in Section 12 without the prior written consent of Secured PartyRBC (except that RBC hereby consents to the removal for normal use by Debtor or any motor vehicle comprised in the said Collateral); will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good order, condition and repair and will not to use the Collateral it in violation of the provisions hereof or any provisions of this Agreement, other agreement relating to it or any policy insuring it or any applicable statute, law, bylaw, rule, regulation or ordinance or any policy of insurance insuring the Collateralordinance; (d) will execute to do, execute, acknowledge and deliver to Secured Party such financing statements, financing change statements and other further assignments, transfers, documents, acts, masters and things as may be reasonably requested by RBC of or with respect to Collateral in order to give effect to these presents and to pay all costs including costs of title for searches and filing financing statements and other documents filings in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable connection therewith; to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, rates, levies, assessments and other charges of every nature which may be levied lawfully levied, assessed or assessed imposed against or in respect of Debtor or Collateral as and when the Collateralsame become due and payable; (f) will immediately upon receipt deliver and to Secured Partyinsure Collateral in such amounts and against such risks as would customarily be insured by a prudent owner of similar Collateral and in such additional amounts and against such additional risks as RBC may from time to time direct, properly endorsed or assignedwith loss payable to RBC and debtor, all instruments and chattel paper constituting Collateralas insureds, as their respective interests may appear, and any security for or guaranty to pay all premiums therefor and deliver copies of any policies and evidence of the Collateral; (g) will post all Receivables renewal to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated RBC on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partyrequest.

COVENANTS OF DEBTOR. So long as this Security Agreement has not been terminated as provided hereafteris in effect, the Debtor: (a) will defend the Collateral against the claims and demands of all other personsparties; will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except as specified in Schedule A attached hereto and made a part hereof; and will not assign, deliver, sell, transfer, lease lease, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep notify the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in the Debtor's address’s business address and chief executive office specified below, name any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or identity corporate or other structure; (c) will furnish to the Secured Party such updated or additional financial statements, reports, tax returns and other information as the Secured Party may from that specified abovetime to time reasonably request regarding the financial or business affairs of the Debtor; will keep, in accordance with generally accepted accounting principles consistently applied in preceding periods, accurate and complete books and records, including, without limitation, records concerning the Collateral; at the Secured Party’s request, will xxxx any and all such books and records to indicate the Security Interest; will permit the Secured Party or its agents to inspect audit and make extracts from or copies of such books and records and any of the CollateralDebtor’s ledgers, reports, correspondence or other books and records; (c) will keep the Collateral in good condition and repair and will not use duly account to the Collateral in violation Secured Party’s satisfaction, at such time or times as the Secured Party may require, for any of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will deliver to the Secured Party upon demand, all Documents constituting, representing or relating to the Collateral or any part thereof, and any schedules, contracts or other documents representing or relating to the Collateral or any part thereof; or (e) in connection herewith, will execute and deliver to the Secured Party such financing statements statements, assignments and other documentsdocuments and do such other things relating to the Collateral and the Security Interest as the Secured Party may request, and pay all costs including costs of title searches and filing financing statements statements, assignments and other documents in any all public offices requested by the Secured Party; and will not, without the prior written consent of the Secured Party, file or authorize or permit to be filed in any public office any financing statement naming the Debtor as debtor and take such other action not naming the Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partyas secured party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend Debtor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Secured Party against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Secured Party in the Collateral against the claims of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; perfection and will not assign, deliver, sell, transfer, lease or otherwise dispose of any preservation of the Collateral or any Secured Party's interest therein without and/or the prior written consent realization, enforcement and exercise of Secured Party's rights, except that powers and remedies hereunder; (iv) to permit Secured Party to exercise his powers; (v) to execute and deliver such documents as Secured Party deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Secured Party prior written notice thereof; (vii) not to change the places where Debtor keeps any Collateral or Debtor's records concerning the Collateral and Proceeds without giving Secured Party prior written notice of the address to which Debtor is moving same; (viii) to cooperate with Secured Party in perfecting all security interests granted herein and in obtaining such agreements from third parties as Secured Party deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder, (ix) to act diligently to maintain the Lakes Agreement in full force and effect and enforce all its rights and remedies under the Lakes Agreement, (x) to diligently pursue the Harrah's Lawsuit through final judgment and to collect any judgmxxx, xxd to cooperate with Secured Party in his efforts to prosecute Harrah's Lawsuit and collect any judgment or settlement arising frxx Xxxxxh's Lawsuit following an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (bxi) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver provide xxxxxxx notice to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; occurrence of a Mandatory Prepayment Event (has defined in the Loan Agreement), or, if earlier, upon Debtor possessing knowledge that a Mandatory Prepayment Event will likely occur within the next thirty (30) will not do business under any name or style other than that indicated on days, (xii) to provide written notice to Secured Party immediately upon the first page thereof; opening of the Casino (as defined in the Loan Agreement), and (ixiii) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate provide written notice to Secured PartyParty immediately upon the entry or any order or judgment in the Harrah's Lawsuit.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that (a) will the Debtor will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) the Debtor will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or relocation of all or a material part of the Collateral to or at any address other personsthan the address of Debtor set forth at the head of this Security Interest Agreement or as set forth in said Exhibits B-1 and B-2; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) the Debtor will promptly notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) the Debtor will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) except for the equipment listed in Schedule B-1 that is marked as “Equipment for Sale”, the Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except (i) in the ordinary course of business, (ii) the sale, disposal or transfer of worn-out or obsolete equipment, and (iii) in connection with Permitted Liens; (g) the Debtor will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for Permitted Liens) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's businesspart thereof; (bh) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions law, statute or ordinance of this Agreement, any applicable statutejurisdiction, regulation or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; business: and (i) if the Debtor will keep the Excluded Licenses free from any certificate of title may be issued with respect to any of the Collateraladverse lien, will cause Secured Party's security interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partyor encumbrance.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterany Indebtedness remains unpaid, Debtor: Debtor (a) will defend the Collateral against the claims Claims and demands of all other persons; parties, including any Account Debtor, will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; Interest and will not assign, deliver, sell, transfer, lease lease, or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name specified above or in Debtor’s name, identity from that specified aboveor corporate structure; (c) will notify Secured Party promptly in writing of any change in the location of any Collateral or of the records with respect thereto or any additional locations at which the Collateral or records are kept, and upon reasonable notice will permit Secured Party or its agents to inspect the Collateral; (cd) will keep notify the Collateral in good condition and repair and will not use Secured Party immediately upon the Collateral in violation acquisition of any provisions titled vehicle or other assets constituting collateral which may not be perfected by the filing of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring a financing statement under the CollateralUniform Commercial Code; (de) in connection herewith, will execute and deliver to Secured Party such financing statements statements, and other documentsdocuments as may be requested by Secured Party, will pay all costs including reasonable costs of title searches and filing financing statements and other documents in any all public offices requested by Secured Party, and take will do such other action things as Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateralrequest; (f) if the Collateral is not a fixture, will immediately upon receipt deliver to Secured Party, properly endorsed prevent the Collateral or assigned, all instruments and chattel paper constituting Collateral, and any security for part thereof from being or guaranty of any of the Collateralbecoming a fixture; (g) will post all Receivables to Debtor's keep in accordance with generally accepted accounting principles, consistently applied, accurate and complete books and records immediately upon concerning the creation thereofCollateral, will xxxx any and all such records concerning the Collateral, at Secured Party’s request to indicate the Security Interest, and will permit Secured Party or its agents to audit and make extracts from and copy such records or any of Debtor’s books, ledgers, reports, correspondence or other records and will furnish Secured Party with financial statements and such other information; (h) will not do business under not, without Secured Party's written consent, make or agree to make any name alteration, modification or style other than that indicated on the first page thereofcancellation of, or substitution for, or credits, adjustments or allowances on, any Collateral; and (i) if will promptly notify Secured Party of any certificate default by any Account Debtor in payment or performance of title may be issued its obligations with respect to any of the Collateral, Collateral and (j) will cause promptly notify the Secured Party's interest under this Agreement to be noted on Party in the certificate event of a materially adverse change in business or Collateral or any other occurrences which could materially and will deliver adversely affect the original certificate to security of the Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto or otherwise specified herein) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without part thereof, and in furtherance of the prior written consent of Secured Partyforegoing, except that prior to an Event of Defaultand not in limitation thereof, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove grant a security interest senior to or pari passu with the Collateral from security interest of the State nor change Secured Parties contemplated hereby to any other party (except to a party such as a government agency, where the location priority of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name such party is provided by relevant law or identity from that specified aboveregulation); and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) Debtor will defend the Collateral against the claims and demands of all other persons; parties including, without limitation, defenses, setoffs, claims and counterclaims asserted by any obligor against Debtor and/or Secured Party, will keep the Collateral free from all security interests interests, liens or other encumbrances, except the Security Interest; for Permitted Liens, and will not assign, deliver, sell, transfer, lease lease, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, Party except that prior to an Event for sales of Default, Debtor may sell inventory Inventory in the ordinary course of Debtor's ’s business; (b) Debtor will keep keep, in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral, including Debtor's books and recordsat Secured Party’s request, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove xxxx any and all such records to indicate the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; Security Interest and will permit Secured Party or its agents to inspect the CollateralCollateral and to audit and make extracts from such records or any of Debtor’s books, ledgers, financial reports, correspondence or other records; Except in connection with Permitted Liens, Debtor will deliver to Secured Party, upon demand, any instruments, documents and chattel paper constituting, representing or relating to the Collateral or any part thereof and any schedules, invoices, shipping documents, delivery receipts, purchase orders, contracts or other documents representing or relating to the Collateral or any part thereof; Without thirty (c30) days prior written notice to Secured Party, Debtor will not (i) change its business addresses or chief executive office, or (ii) make any change in Debtor’s name, state of formation, identity or organizational status; Debtor will keep the Collateral in good condition condition, working order and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, law or governmental regulation or ordinance or of any policy of insurance insuring the Collateral; (d) , unless the failure to so keep the Collateral will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations not have a material adverse effect on Debtor's books , the Collateral, or the business, operation, assets or affairs of account to disclose the Security Interest in the ReceivablesDebtor; Debtor will (ei) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; Collateral other than taxes, assessments, fees and charges being contested in good faith by appropriate proceedings being diligently pursued and (fii) will immediately upon receipt deliver at all times keep the Collateral insured against loss, damage, theft and other risks, in such amounts, with such insurance carriers and under such form of policies as shall be reasonably acceptable to Secured Party, properly endorsed or assignedwith appropriate endorsements designating Secured Party as lender loss payee and additional insured, all instruments and chattel paper constituting Collateralas requested by Secured Party, and which policies of insurance shall provide that all losses thereunder shall be payable to Secured Party, as its interest may appear, and Secured Party may apply any security for or guaranty proceeds of such insurance received by it toward payment of any of the Collateral; (g) will post all Receivables to Debtor's books Indebtedness, whether or not due, in such order of application as Secured Party may determine, and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate or duplicates of such policies of insurance or certificates thereof shall be delivered to Secured Party, on the date hereof, upon each renewal and upon its request; Debtor will not permit any part of the Collateral to be or become an accession to other goods not covered by this Agreement; If all or any part of the Collateral is located on property which is not owned by Debtor, Debtor will deliver to Secured Party for each such location a Landlord’s Waiver; and Debtor will execute and deliver to Secured Party such certificates of title, assignments and other documents and will take such other actions relating to the Security Interest and the perfection thereof as Secured Party may reasonably request and will pay all costs of title searches and filing financing statements, certificates of title, assignments and other documents in all public offices requested by Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend DEBTOR AGREES IN GENERAL: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Secured Party against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Secured Party in the Collateral against perfection, preservation, realization, enforcement and exercise of its rights, powers and remedies hereunder; (iv) to permit Secured Party to exercise its powers; (v) to execute and deliver such documents as Secured Party deems necessary to create, perfect and continue the claims of all other persons; will keep the Collateral free from all security interests contemplated hereby (including, without limitation, in respect of the Trademark Collateral); (vi) not to change its chief executive office or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose of places where Debtor keeps any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep records concerning the Collateral, including Debtor's books Collateral and records, at Proceeds without first giving Secured Party 60 calendar days' written notice of the address specified above until Secured Party to which Debtor is notified in writing of any change in moving same and (vi) (A) to use its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents best efforts to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documentsa landlord's consent in substantially the form of Exhibit A hereto, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take or such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may --------- form as shall be levied or assessed against the Collateral; (f) will immediately upon receipt deliver reasonably satisfactory to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateralfor each of Debtor's distribution centers identified on Schedule 2 hereto executed by the landlord of ---------- each such distribution center, and (B) after the date hereof, not to locate any security for distribution center of Debtor on leased premises (including any listed in Section 1 of Schedule 2 hereto after Borrower shall have exercised its best efforts as described in the foregoing clause (A) and been unable to deliver a landlord's consent as contemplated therein) unless the landlord of such premises shall have executed and delivered to Secured Party a landlord's consent in substantially the form of Exhibit A hereto or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style such other than that indicated on the first page thereof; and (i) if any certificate of title may form as shall be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate --------- reasonably satisfactory to Secured Party.

COVENANTS OF DEBTOR. So long as this Security Agreement has not been terminated as provided hereafter, Debtorremains in effect Debtor covenants and agrees: (a) will to defend the Collateral against the claims and demands of all other personsparties claiming the same or an interest therein; will to keep the Collateral free from all security interests or other encumbrancesEncumbrances, except the for Security Interest; Interest and will those shown on Section 11 or hereafter approved in writing by RBC prior to their creation or assumption, and not assign, deliver, to sell, exchange, transfer, assign, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured PartyRBC, except that prior and in any event, to an Event deposit all Money received from any disposition of Default, Debtor may sell inventory in the ordinary course of Debtor's businessCollateral with RBC; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing to notify RBC promptly of any change in its location within the State but information contained herein and of any claims, litigation, loss or damage which relates to Debtor will or Collateral; not to remove the Collateral from the State nor change the location of Debtor's chief executive office location(s) set forth in Section 12 without the prior written consent of Secured Party; will notify Secured Party promptly in writing RBC (except that RBC hereby consents to the removal for normal use by Debtor of any change motor vehicle comprised in Debtor's address, name or identity from that specified abovethe said Collateral); and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good order, condition and repair and will not to use the Collateral it in violation of the provisions hereof or any provisions of this Agreement, other agreement relating to it or any policy insuring it or any applicable statute, law, bylaw, rule, regulation or ordinance or any policy of insurance insuring the Collateralordinance; (d) will execute to do, execute, acknowledge and deliver to Secured Party such financing statements, financing change statements and other further assignments, transfers, documents, acts, matters and things as may be reasonably requested by RBC of or with respect to Collateral in order to give effect to these presents and to pay all costs including costs of title for searches and filing financing statements and other documents filings in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable connection therewith; to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, rates, levies, assessments and other charges of every nature which may be levied lawfully levied, assessed or assessed imposed against or in respect of Debtor or Collateral as and when the Collateralsame become due and payable; (f) will immediately upon receipt deliver and to Secured Partyinsure Collateral in such amounts and against such risks as would customarily be insured by a prudent owner of similar Collateral and in such additional amounts and against such additional risks as RBC may from time to time direct, properly endorsed or assignedwith loss payable to RBC and debtor, all instruments and chattel paper constituting Collateralas insureds, as their respective interests may appear, and any security for or guaranty to pay all premiums therefor and deliver copies of any policies and evidence of the Collateral; (g) will post all Receivables renewal to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated RBC on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partyrequest.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: Debtor hereby agrees (a) will defend to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to notify Secured Parties promptly of any change in Debtor's name or place of business, or, if Debtor has more than one place of business, its head office, or office in which Debtor's records relating to the Collateral against are kept; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed necessary or appropriate by Secured Parties to perfect, maintain and pro- tect their security interest hereunder and the claims priority thereof; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Parties' interest in the Collateral; (g) to keep separate, accurate and complete records of all other persons; will keep the Collateral free and to provide Secured Parties with such records and such other reports and information relating to the Collateral as Secured Parties may request from all security interests time to time; (h) not to surrender or lose possession of (other encumbrances, except the Security Interest; and will not assign, deliverthan to Secured Parties), sell, transferencumber, lease lease, rent, or otherwise dispose of or transfer any of the Collateral or any right or interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep business and except that Debtor is authorized to sell the Collateral, including Debtor's books Technical Chemical and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location Products Inc. common stock and to apply proceeds thereof to payment of Debtor's chief executive office without obligations to Pharma Patch Plc and the written consent holders of the Bridge Notes as their interests shall appear, and to otherwise keep the Collateral free of all levies and security interests or other liens or charges except those contemplated by this Security Agreement or approved in writing by Secured Parties; (i) to account fully for and promptly deliver to Secured Parties, in the form received, all proceeds of the Collateral received, endorsed to Secured Parties as appropriate, and until so delivered all proceeds shall be held by Debtor in trust for Secured Parties, separate from all other property of Debtor and identified as the property of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the CollateralParties; (cj) will to keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateralrepair; (dk) will execute and deliver not to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in cause or permit any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied waste or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed unusual or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any unreasonable depreciation of the Collateral; (gl) will post all Receivables at any reasonable time, upon demand by Secured Parties, to Debtor's books exhibit to and records immediately upon allow inspection by Secured Parties (or persons designated by Secured Parties) of the creation thereofCollateral; (hm) will not do business under any name or style other than that indicated on to keep the first page thereofrecords concerning the Collateral at the principal office of the Debtor in the State of California; and (im) if any certificate of title may be issued with respect to any of insure the Collateral, will cause with Secured Party's interest under this Agreement to be noted on the certificate Parties named as loss payee, in form and will deliver the original certificate amounts, with companies, and against risks and liabilities satisfactory to Secured PartyParties.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterany Indebtedness remains unpaid, Debtor: Debtor (a) will defend the Collateral against the claims and demands of all other persons; parties, including any Account Debtor, will keep the Collateral free from all security interests or other encumbrances, except as disclosed herein and the Security Interest; Interest and will not assign, deliver, sell, transfer, lease lease, or otherwise dispose of any of the Collateral or any interest therein interest, other than in the normal course of Debtor's business, without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's businessParties; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party Parties promptly in writing of any change in Debtor's address, name specified above or in Debtor's name, identity from that specified aboveor corporate structure; (c) will notify Secured Parties promptly in writing of any change in the location of any Collateral or of the records with respect thereto or any additional locations at which the Collateral or records are kept, and upon reasonable notice will permit Secured Party Parties or its agents to inspect the Collateral; (cd) will keep notify the Collateral in good condition and repair and will not use Secured Parties immediately upon the Collateral in violation acquisition of any provisions titled vehicle or other assets constituting collateral which may not be perfected by the filing of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring a financing statement under the CollateralUniform Commercial Code; (de) in connection herewith, will execute and deliver to Secured Party Parties such financing statements statements, and other documentsdocuments as may be requested by Secured Parties, will pay all costs including reasonable costs of title searches searches, and filing financing statements and other documents in any all public offices requested by Secured PartyParties, and take will do such other action things as Secured Party Parties may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateralrequest; (f) if the Collateral is not a fixture, will immediately upon receipt deliver to Secured Party, properly endorsed prevent the Collateral or assigned, all instruments and chattel paper constituting Collateral, and any security for part thereof from being or guaranty of any of the Collateralbecoming a fixture; (g) will post all Receivables to Debtor's keep, in accordance with generally accepted accounting principles, consistently applied, accurate and complete books and records immediately upon concerning the creation thereofCollateral, will xxxx any and all such records concerning the Collateral, at Secured Parties' request to indicate the Security Interest, and will permit Secured Parties or its agents to audit and make extracts from and copy such records or any of Debtor's books, ledgers, reports, correspondence or other records and will furnish Secured Parties with financial statements and such other information; (h) will not do business under not, without Secured Parties's written consent, make or agree to make any name alteration, modification or style other than that indicated on the first page thereofcancellation of, or substitution for, or credits, adjustments or allowances on, any Collateral; and (i) if will promptly notify Secured Parties of any certificate default by any Account Debtor in payment or performance of title may be issued its obligations with respect to any of the Collateral, ; and (j) will cause promptly notify the Secured Party's interest under this Agreement to be noted on Parties in the certificate event of a materially adverse change in business or Collateral or any other occurrences which could materially and will deliver adversely affect the original certificate to security of the Secured PartyParties.

COVENANTS OF DEBTOR. So long as this Agreement has Debtor hereby covenants and agrees with NMAC that (i) Debtor shall not been terminated as provided hereafterrent the Property to a third person, Debtor: other than on a daily rental basis; (aii) all Property will defend remain in the Collateral against continental United States; (iii) Debtor shall promptly pay or cause to be paid all taxes due in connection with the claims of all other persons; will Property and its use or operation and shall keep the Collateral Property and the proceeds thereof free from all security interests or other liens and encumbrances, except as expressly contemplated under this Agreement, and Debtor shall pay on demand as an additional obligation secured under this agreement any amounts that may be paid by NMAC to protect the Security Interest; and will Property, (iv) without the written consent of NMAC, Debtor shall not assign, deliver, sell, transfer, lease transfer or otherwise dispose of any of the Collateral Property or any interest therein without until Debtor has fully paid the prior written consent of Secured Party, except that prior Indebtedness and all other amounts due or to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of become due under this Agreement, any applicable statuteprovided, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documentshowever, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtorthat NMAC's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may consent shall not be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued required with respect to any sale, transfer or disposition of the CollateralProperty which produces sufficient proceeds to pay the Indebtedness allocated to such Property on the Schedules in full (including any accrued and unpaid interest related thereto) and such proceeds are promptly paid to NMAC by Debtor; (v) Debtor will not use or permit the use of any item of the Property illegally or for any purpose in conflict with the terms of this Agreement; (vi) Debtor shall furnish to NMAC such balance sheets, will cause Secured Partystatements of profit or loss, such other statements of Debtor's interest financial condition and such other information concerning Debtor as NMAC may from time to time reasonably request; (vii) Debtor shall maintain adequate records for the purpose of identifying any of the Property in the possession of third persons under lease or rental, together with the names and addresses of such persons and the respective periods of such leases or rentals and, upon request by NMAC, furnish such information to it; (viii) if NMAC exercises its right to retake any item of the Property upon Debtor's default under this Agreement Agreement, Debtor's right to possession of any such item upon the subsequent expiration of any lease or rental thereof shall be noted on subordinate and subject to NMAC's rights to retake such item, and Debtor accordingly hereby authorizes and empowers NMAC in its own name or in the certificate name of Debtor to take any and will deliver the original certificate all action and to Secured Party.do any and all things necessary and property to effectuate such right to

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Agent and each Secured Party that (a) will the Debtor will, at the Debtor’s sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party’s interest; (b) the Debtor will provide the Agent with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan the address of Debtor set forth at the head of this Security Interest Agreement or as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) the Debtor will immediately notify the Agent of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) the Debtor will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Agent and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Agent, and Debtor shall furnish the Agent with certificates or other evidence satisfactory to the Agent of compliance with the foregoing insurance provisions; (f) the Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Agent, except in the ordinary course of business; (g) the Debtor will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect (h) the Collateral; (c) will keep the Collateral in good condition and repair and Debtor will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party’s business.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute an Debtor Event of Default, or which, with the giving of notice and/or the passage of time, could or would constitute an Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation part thereof; (h) will not do business under use the Collateral in material violation of any name statute or style other than that indicated on ordinance the first page thereofviolation of which could materially and adversely affect the Debtor's business; and (i) if will not permit the issuance of any certificate of title may be issued with respect to any other equity shares in Fone without the express written consent of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.Party in each instance..

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, the Debtor: (a) will defend the Collateral against the claims of all other personspersons except for liens and other matters set forth on Exhibit "A" attached hereto; (b) will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except for liens and other matters set forth on Exhibit "A" attached hereto; and (c) will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, except that prior to an Event of Default, the Debtor may sell or lease inventory in the ordinary course of the Debtor's business; (bd) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral and upon the Secured Party's request will mark any of such records and all or any other Collateral to give notxxx of the Security Interest and will permit the Secured Party or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Debtor's books, ledgers, reports, correspondence and other records; (e) upon demand, will deliver to the Secured Party any documents of title and any chattel paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales or leases or other dispositions of the Collateral and proceeds thereof and any and all other schedules, documents and statements which the Secured Party may from time to time reasonably request; (f) will notify the Secured Party immediately of any default by Account Debtors in payment or other performance of material obligations with respect to any Collateral; (g) without the Secured Party's written consent, will not make or agree to make any alteration, modification or cancellation of or substitution for or credits adjustments or allowances on any Collateral; (h) will keep the Collateral, including Debtor's books and records, Collateral at the address addresses specified above in Exhibit "B" until the Secured Party is notified in writing of any change in its location within location, and the State but Debtor will not remove the Collateral from the State nor change the location of the Debtor's chief executive office without the written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed), except that the Debtor shall be entitled to change its chief executive office to a location in Jacksonville, Florida without the Secured Party's prior consent; (i) will notify the Secured Party promptly in writing of any change in the Debtor's address, name name, trade names or identity from that specified aboveabove or of any change in the location of the Collateral; and (j) will permit the Secured Party or its agents to inspect the Collateral; (ck) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (dl) will execute and deliver to the Secured Party such financing statements and other documentsstatements, pay all costs including costs of title searches and filing financing statements landlord waivers and other documents in any public offices reasonably requested by the Secured Party, and take such other action and provide such further assurances as the Secured Party may reasonably deem advisable to evidence, perfect or enforce the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (em) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the CollateralCollateral (unless the same are being contested in good faith); (fn) will immediately upon receipt deliver insure the Collateral against risks by obtaining policies (none of which shall be cancellable without at least 30 days prior written notice to the Secured Party) in coverage, form and amount and with companies reasonably satisfactory to the Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateralcontaining a loss payee provision in favor of the Secured Party, and at the Secured Party's request will deliver each policy or certificate of insurance therefor to the Secured Party; (o) will prevent any security for or guaranty of any part of the CollateralCollateral from becoming an accession to other goods not covered by this Agreement; (gp) will post all Receivables to Debtor's books and records immediately upon prevent the creation thereof; Collateral or any part of the Collateral from becoming a fixture (h) will not do business under any name or style other than that indicated on unless the first page thereofCollateral is specified as a fixture); and (iq) if any certificate of title may be issued with respect to any of the Collateral, will cause the Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to the Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that (a) will the Debtor will, at the Debtor’s sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party’s interest; (b) the Debtor will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan the address of Debtor set forth at the head of this Security Interest Agreement or as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) the Debtor will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) the Debtor will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) the Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) the Debtor will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect (h) the Collateral; (c) will keep the Collateral in good condition and repair and Debtor will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party’s business.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (f) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without part thereof, and in furtherance of the prior written consent of Secured Partyforegoing, except that prior to an Event of Defaultand not in limitation thereof, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove grant a security interest senior to or pari passu with the Collateral from security interest of the State nor change Secured Parties contemplated hereby to any other party (except to a party such as a government agency, where the location priority of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name such party is provided by relevant law or identity from that specified aboveregulation); and will permit Secured Party or its agents to inspect the Collateral; (cg) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: Debtor hereby agrees (a) will defend to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to notify Secured Parties promptly of any change in Debtor's name or place of business, or, if Debtor has more than one place of business, its head office, or office in which Debtor's records relating to the Collateral against are kept; (e) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed necessary or appropriate by Secured Parties to perfect, maintain and protect their security interest hereunder and the claims priority thereof; (f) to appear in and defend any action or proceeding which may affect its title to or Secured Parties' interest in the Collateral; (g) to keep separate, accurate and complete records of all other persons; will keep the Collateral free and to provide Secured Parties with such records and such other reports and information relating to the Collateral as Secured Parties may request from all security interests time to time; (h) not to surrender or lose possession of (other encumbrances, except the Security Interest; and will not assign, deliverthan to Secured Parties), sell, transferencumber, lease lease, rent, or otherwise dispose of or transfer any of the Collateral or any right or interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep business and except that Debtor is authorized to sell the Collateral, including Debtor's books Technical Chemical and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location Products Inc. common stock and to apply proceeds thereof to payment of Debtor's chief executive office without obligations to Pharma Patch Plc and the written consent holders of the Bridge Notes as their interests shall appear, and to otherwise keep the Collateral free of all levies and security interests or other liens or charges except those contemplated by this Security Agreement or approved in writing by Secured Parties; (i) to account fully for and promptly deliver to Secured Parties, in the form received, all proceeds of the Collateral received, endorsed to Secured Parties as appropriate, and until so delivered all proceeds shall be held by Debtor in trust for Secured Parties, separate from all other property of Debtor and identified as the property of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the CollateralParties; (cj) will to keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateralrepair; (dk) will execute and deliver not to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in cause or permit any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied waste or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed unusual or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any unreasonable depreciation of the Collateral; (gl) will post all Receivables at any reasonable time, upon demand by Secured Parties, to Debtor's books exhibit to and records immediately upon allow inspection by Secured Parties (or persons designated by Secured Parties) of the creation thereofCollateral; (hm) will not do business under any name or style other than that indicated on to keep the first page thereofrecords concerning the Collateral at the principal office of the Debtor in the State of California; and (im) if any certificate of title may be issued with respect to any of insure the Collateral, will cause with Secured Party's interest under this Agreement to be noted on the certificate Parties named as loss payee, in form and will deliver the original certificate amounts, with companies, and against risks and liabilities satisfactory to Secured PartyParties.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend Debtor Agrees in general: (i) to pay indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Bank in the perfection and preservation of the Collateral against or Bank's interest therein and/or the claims realization, enforcement and exercise of all other personsBanks rights, powers and remedies hereunder. (iv) to permit Bank to exercise Its powers; will keep (v) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the Collateral free from all security interests or other encumbrances, except the Security Interestinterest contemplated hereby; and will (vi) not assign, deliver, sell, transfer, lease to change its chief place of business or otherwise dispose of the places where Debtor keeps any of the Collateral or any interest therein Debtors records concerning the Collateral and Proceeds without first giving Bank written notice of the prior written consent of Secured Party, except that prior address to an Event of Default, which Debtor may sell inventory in the ordinary course of Debtor's business; is moving same. (b) will keep Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) to insure the Collateral with Bank as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Bank: (ii) to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control thereof, and not to use the Collateral for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (iii) not to permit any lien of the Collateral or Proceeds, including without limitation, liens arising from repairs to or storage of the Collateral. except in favor of Bank; (iv) to pay when due all license fees, including Debtor's books registration fees and records, at the address specified above until Secured Party is notified other charges in writing of connection- with-any change in its location within the State but Debtor will Collateral; (v) not to remove the Collateral from the State nor change the location of Debtor's chief executive office without premises unless the written consent Collateral consists of Secured Partymobile goods as defined in the California Uniform Commercial Code, in which case Debtor agrees not to remove or permit the removal of the Collateral from its state of domicile for a period in excess of 30 calendar days; will notify Secured Party promptly in writing (vi) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any change in Debtor's addressof the Collateral or Proceeds or any interest therein; (vii) not to rent, name lease or identity from that specified above; and will permit Secured Party or its agents to inspect charter the Collateral; (cviii) will to permit Bank to Inspect the Collateral at any time; (ix) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to Inspect the same and make copies thereof at any reasonable time; (x) If requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank. (xi) not to commingle Proceeds or collections thereunder with other property; (xii) to give only normal allowances and credits and to advise Bank thereof immediately in writing if they affect any Collateral or Proceeds in any material respect: (xiii) in the event Bank elects to receive payments of Proceeds hereunder. to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors. filing, recording. record keeping and expenses incidental thereto; and (xiv) to provide any service and do any other acts which may be necessary to maintain. preserve and protect all Collateral and, as appropriate and applicable, to keep the Collateral in good and saleable condition and repair and will not use repair. to deal with the Collateral in violation accordance with the standards and practices adhered to generally by owners of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Partylike property, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreementkeep all Collateral and Proceeds free and clear of all defenses, including without limitation placing notations on Debtor's books rights of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments offset and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partycounterclaims.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterin paragraph 8, the Debtor: (a) will defend the Collateral against the claims and demands of all other personsparties except purchaser and lessees of inventory in the ordinary course of the Debtor's business, including without limitation defenses, set-offs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party; will keep the Collateral collateral free from all security interests or other encumbrances, except the Security Interest; encumbrances and will not assign, deliver, sell, transfer, lease assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, Party except that prior to until the occurrence of an Event of Default, Default the Debtor may sell or lease inventory in the ordinary course of the Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of the Secured Party create in favor of anyone other than the Secured Party a security interest in any of its inventory, accounts receivable or general intangibles nor will it sell or assign, with or without recourse to anyone other than the Secured Party any of its accounts, chattel paper or general intangibles; (c) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral; upon the Secured Party's request will xxxx any of such records and all or any of the Collateral to give notice of the Security Interest; and will permit the Secured Party or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Debtor's book, ledgers, reports, correspondence and other records; (d) upon demand will deliver to Secured Party any documents of title and any chattel paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales, or leases or other dispositions of the Collateral and proceeds thereof and any and all other schedules, documents, statements which the Secured Party may from time to time request; (e) will notify the Secured Party promptly in writing of any change in the Debtor's address, name or identity from that specified above; , of any change in the location or of any additional locations at which the Collateral is kept and will permit Secured Party or its agents to inspect of any change in the Collateraladdress at which records concerning the Collateral are kept; (cf) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) connection herewith will execute and deliver to the Secured Party such financing statements and other documents, pay all costs including costs of title searches documents and filing financing statements and other documents in any public offices requested by Secured Party, and take do such other action things as the Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivablesreasonably request; (eg) will pay or cause to be paid all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name insure the Collateral against risks by obtaining policies (none of which shall be cancellable without the written consent of the Secured Party) in coverage, form and amount and with companies satisfactory to the Secured Party such policies to contain a loss payee provision exercised in favor of the Secured Party and at the Secured Party's request will deliver each policy or style other than that indicated on certificate of insurance therefor to the first page thereofSecured Party; and (i) if any certificate will not remove the Collateral from the state nor change the location of title may be issued with respect to any its chief executive office without the written consent of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: Debtor hereby covenants and agrees with --------- ------------------ Secured Party that Debtor (a) will defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein other personsthan that of Secured Party; (b) will keep provide Secured Party with prompt written notice of (i) any change in the office where Debtor maintains its books and records pertaining to the Customer Receivables, and (ii) the movement or location of Collateral to or at any address other than as set forth in Exhibit B attached --------- hereto; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral free from prior to the date penalties attach thereto except to the extent permitted under the Loan Agreement; (d) will immediately notify Secured Party of any event causing a substantial loss or diminution in the value of all security interests or other encumbrancesany material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain insurance at all times in accordance with the provisions of the Loan Agreement; (f) except in the ordinary course of business or as otherwise permitted under the Loan Agreement, except the Security Interest; and will not sell or offer to sell or otherwise assign, deliver, sell, transfer, lease transfer or otherwise dispose of any of the Collateral or any interest therein therein, without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (cg) will keep the Collateral free from any adverse Lien (other than Liens permitted under the Loan Agreement) and in good condition order and repair repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof; and (h) will not use the Collateral in violation of any provisions of the Loan Agreement or this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend Debtor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Bank in the Collateral against the claims of all other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; perfection and will not assign, deliver, sell, transfer, lease or otherwise dispose of any preservation of the Collateral or any Bank’s interest therein and/or the realization, enforcement and exercise of Bank’s rights, powers and remedies hereunder; (iv) to permit Bank to exercise its powers; (v) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vi) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without the giving Bank prior written consent notice thereof; (vii) not to change the places where Debtor keeps any Collateral or Debtor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of Secured Partythe address to which Debtor is moving same; and (viii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder. (b) Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) that Bank is authorized to file financing statements in the name of Debtor to perfect Bank’s security interest in Collateral and Proceeds; (ii) to insure Inventory and, where applicable, Rights to Payment with Bank named as loss payee, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Bank; (iii) not to use any Inventory for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (iv) not to remove Inventory from Debtor’s premises except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's ’s business; (v) not to sell, hypothecate or dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, except sales of Inventory to buyers in the ordinary course of Debtor’s business; (vi) to furnish reports to Bank of all acquisitions, returns, sales and other dispositions of Inventory in such form and detail and at such times as Bank may require; (vii) to permit Bank to inspect the Collateral at any time; (viii) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (ix) if requested by Bank, to receive and use reasonable diligence to collect Rights to Payment and Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Rights to Payment and Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (x) not to commingle Rights to Payment, Proceeds or collections thereunder with other property; (xi) to give only normal allowances and credits and to advise Bank thereof immediately in writing if they affect any Rights to Payment or Proceeds in any material respect; (xii) on demand, to deliver to Bank returned property resulting from, or payment equal to, such allowances or credits on any Rights to Payment or Proceeds or to execute such documents and do such other things as Bank may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (xiii) from time to time, when requested by Bank, to prepare and deliver a schedule of all Collateral and Proceeds subject to this Agreement and to assign in writing and deliver to Bank all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof; (xiv) in the event Bank elects to receive payments of Rights to Payment or Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; and (xv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims. 7. POWERS OF BANK. Debtor appoints Bank its true attorney in fact to perform any of the following powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by Bank’s officers and employees, or any of them, whether or not Debtor is in default: (a) to perform any obligation of Debtor hereunder in Debtor’s name or otherwise; (b) will keep to give notice to account debtors or others of Bank’s rights in the CollateralCollateral and Proceeds, including Debtor's books to enforce or forebear from enforcing the same and recordsmake extension or modification agreements with respect thereto; (c) to release persons liable on Collateral or Proceeds and to give receipts and acquittances and compromise disputes in connection therewith; (d) to release or substitute security; (e) to resort to security in any order; (f) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements, financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release Bank’s interest in the Collateral and Proceeds; (g) to receive, open and read mail addressed to Debtor only as consented to by Debtor or as reasonably necessary for Bank’s maintenance of its collateral interest following an event of default; (h) to take cash, instruments for the payment of money and other property to which Bank is entitled; (i) to verify facts concerning the Collateral and Proceeds by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (j) to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to Proceeds; (k) to prepare, adjust, execute, deliver and receive payment under insurance claims, and to collect and receive payment of and endorse any instrument in payment of loss or returned premiums or any other insurance refund or return, and to apply such amounts received by Bank, at Bank’s sole option, toward repayment of the address specified above until Secured Party is notified in writing Indebtedness or replacement of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (cl) will keep to exercise all rights, powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral and Proceeds subject hereto; (m) to enter onto Debtor’s premises in inspecting the Collateral; (n) to make withdrawals from and to close deposit accounts or other accounts with any financial institution, wherever located, into which Proceeds may have been deposited, and to apply funds so withdrawn to payment of the Indebtedness; (o) to preserve or release the interest evidenced by chattel paper to which Bank is entitled hereunder and to endorse and deliver any evidence of title incidental thereto; and (p) to do all acts and things and execute all documents in the name of Debtor or otherwise, deemed by Bank as necessary, proper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder. 8. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees to pay, prior to delinquency, all insurance premiums, taxes, charges, liens and assessments against the Collateral and Proceeds, and upon the failure of Debtor to do so, Bank at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. Any such payments made by Bank shall be obligations of Debtor to Bank, due and payable immediately upon demand, together with interest at a rate determined in good condition and repair and will not use accordance with the Collateral in violation of any provisions of this Agreement, any applicable statuteand shall be secured by the Collateral and Proceeds, regulation or ordinance or any policy subject to all terms and conditions of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party. 9.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled "Debtor Events of Default" below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (f) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without part thereof, and in furtherance of the prior written consent of Secured Partyforegoing, except that prior to an Event of Defaultand not in limitation thereof, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove grant a security interest senior to or pari passu with the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any interest of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect Secured Parties contemplated hereby to any other party (except to a party such as a government agency, where the priority of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.such party is provided by relevant law or regulation); and

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that the Debtor (a) will will, at the Debtor’s sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party’s interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan the address of Debtor set forth in its public filings with the U.S. Securities and Exchange Commission; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) except as with respect to the Permitted Liens, will keep the Collateral free from all any adverse Lien, security interests interest or other encumbrancesencumbrance and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party’s business.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor hereby agrees: (a) will To defend the Collateral against the claims of all other personspersons who, at any time, may claim an interest in it; will To do all acts that may be necessary to maintain, preserve, and protect the Collateral and not to fail to maintain or renew, and not to abandon, any Collateral; To not sell, encumber, or otherwise dispose of or transfer any Collateral or any right or interest therein without the Secured Party's prior written consent, and to keep the Collateral free from of all liens or security interests (other than the security interest created under this Agreement or as disclosed by Debtor to Secured Party in writing prior to this Agreement); S&W Seed Company Conterra Agricultural Capital, LLC R1028 CA Security Agreement Page 3 of 5 To keep the Collateral insured against loss through theft, fire, or other encumbrancescasualty in an amount and manner approved by the Secured Party, except to promptly provide proof of such insurance to Secured Party upon request and to cause to be included in each such insurance policy, as may be requested by Secured Party, endorsements in form and substance satisfactory to Secured Party (i) designating Secured Party as the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose party to receive payment of any proceeds payable as the result of a loss of all or any part of the Collateral or any interest therein without the prior under such policy, and (ii) requiring at least 30 days written consent of notice to Secured Party, except that Party prior to an Event any modification, termination, or cancellation of Defaultany such policy. In all events, Debtor may sell inventory hereby assigns to Secured Party all of its rights, title, and interest in the ordinary course and to any proceeds of Debtor's business; (b) will keep any insurance covering the Collateral, including Debtor's books whether or not required under this Section 5, and recordsauthorizes Secured Party to take such acts and execute such documents as may be required to receive such proceeds. In the event Debtor fails to provide for all insurance coverage as required in this Section 5, Secured Party shall have, in addition to any other remedies available to it, the right to obtain satisfactory insurance coverage on the Collateral on its own behalf and Xxxxxx agrees to reimburse Secured Party upon demand for all costs and expenses incurred in connection therewith; To give Secured Party reasonable access to and opportunity to inspect the Collateral, wherever located; To promptly pay when due all taxes, assessments, charges, encumbrances, and liens now or hereafter imposed upon or affecting any Collateral; To keep and maintain all of the records concerning the Collateral at the address specified above until indicated in this Agreement; To keep and maintain the Collateral at the address(es) indicated in this Agreement or at such other locations as may be approved by Secured Party; To notify Secured Party is notified in writing of at least ten (10) business days prior to any change in its location within the State but Debtor will not remove the Collateral from the State nor change in: (i) the location of Debtor's chief executive office without the written consent place of Secured Party; will notify Secured Party promptly in writing of any change in business, (ii) Debtor's addressname, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (ciii) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books type of account to disclose business organization, (iv) Debtor's jurisdiction of organization, (v) the Security Interest in location of the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and (vi) any security for or guaranty of any information set forth in Section 4(c) above; To comply and to maintain compliance with all laws, regulations, and ordinances relating to the possession and control of the Collateral; (g) will post all Receivables and To procure, execute, and deliver any endorsements, assignments, and other writings reasonably requested by Secured Party in order to Debtor's books perfect, maintain, and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause protect Secured Party's security interest under this Agreement to be noted on in the certificate Collateral and will deliver the original certificate to Secured Partypriority thereof.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor hereby agrees: (a) will To defend the Collateral against the claims of all other personspersons who, at any time, may claim an interest in it; will To do all acts that may be necessary to maintain, preserve, and protect the Collateral and not to fail to maintain or renew, and not to abandon, any Collateral; To not sell, encumber, or otherwise dispose of or transfer any Collateral or any right or interest therein without the Secured Party's prior written consent, and to keep the Collateral free from of all liens or security interests (other than the security interest created under this Agreement or as disclosed by Debtor to Secured Party in writing prior to this Agreement); S&W Seed Company Conterra Agricultural Capital, LLC R1028 ID Security Agreement Page 3 of 5 To keep the Collateral insured against loss through theft, fire, or other encumbrancescasualty in an amount and manner approved by the Secured Party, except to promptly provide proof of such insurance to Secured Party upon request and to cause to be included in each such insurance policy, as may be requested by Secured Party, endorsements in form and substance satisfactory to Secured Party (i) designating Secured Party as the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose party to receive payment of any proceeds payable as the result of a loss of all or any part of the Collateral or any interest therein without the prior under such policy, and (ii) requiring at least 30 days written consent of notice to Secured Party, except that Party prior to an Event any modification, termination, or cancellation of Defaultany such policy. In all events, Debtor may sell inventory hereby assigns to Secured Party all of its rights, title, and interest in the ordinary course and to any proceeds of Debtor's business; (b) will keep any insurance covering the Collateral, including Debtor's books whether or not required under this Section 5, and recordsauthorizes Secured Party to take such acts and execute such documents as may be required to receive such proceeds. In the event Debtor fails to provide for all insurance coverage as required in this Section 5, Secured Party shall have, in addition to any other remedies available to it, the right to obtain satisfactory insurance coverage on the Collateral on its own behalf and Xxxxxx agrees to reimburse Secured Party upon demand for all costs and expenses incurred in connection therewith; To give Secured Party reasonable access to and opportunity to inspect the Collateral, wherever located; To promptly pay when due all taxes, assessments, charges, encumbrances, and liens now or hereafter imposed upon or affecting any Collateral; To keep and maintain all of the records concerning the Collateral at the address specified above until indicated in this Agreement; To keep and maintain the Collateral at the address(es) indicated in this Agreement or at such other locations as may be approved by Secured Party; To notify Secured Party is notified in writing of at least ten (10) business days prior to any change in its location within the State but Debtor will not remove the Collateral from the State nor change in: (i) the location of Debtor's chief executive office without the written consent place of Secured Party; will notify Secured Party promptly in writing of any change in business, (ii) Debtor's addressname, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (ciii) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books type of account to disclose business organization, (iv) Debtor's jurisdiction of organization, (v) the Security Interest in location of the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and (vi) any security for or guaranty of any information set forth in Section 4(c) above; To comply and to maintain compliance with all laws, regulations, and ordinances relating to the possession and control of the Collateral; (g) will post all Receivables and To procure, execute, and deliver any endorsements, assignments, and other writings reasonably requested by Secured Party in order to Debtor's books perfect, maintain, and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause protect Secured Party's security interest under this Agreement to be noted on in the certificate Collateral and will deliver the original certificate to Secured Partypriority thereof.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterthe Indebtedness remains unpaid, Debtor: Debtor (a) will defend the Collateral against the claims and demands of all other persons; parties, including any Account Debtor, except purchasers or losses of the inventory in the ordinary course of business, will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease lease, or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Defaultso long as Debtor is not in default hereunder, Debtor may sell inventory or lease Inventory in the ordinary course of Debtor's ’s business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location Collateral within the State but Debtor will not remove the Collateral from the State nor change the location state of Debtor's chief executive office without the written consent of Secured Party; ’s address above (c) will notify Secured Party promptly in writing of any change in Debtor's ’s address, name specified above or in Debtor’s name, identity from that specified aboveor corporate structure; (d) will notify Secured Party promptly in writing of any change in the location of any Collateral or of the records with respect thereto or any additional locations at which the Collateral or records are kept, and will permit Secured Party or its agents to inspect the Collateral; (ce) will keep the Collateral in good xxxx condition and repair repair, and will not use the Collateral in violation of any provisions provision of this Security Agreement, of any applicable statute, regulation or ordinance or of any policy of insurance insuring the Collateral; (df) in connection herewith, will execute and deliver to Secured Party such financing statements statements, and other documentsdocuments as may be requested by Secured Party, will pay all costs including ail costs of title searches searches, and filing financing statements and other documents in any all public offices requested by Secured Party, and take will do such other action things as Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivablesrequest; (eg) will pay all taxes, . assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) , will immediately upon receipt insure the Collateral against risks, and in coverage, form and amount as is usually carried by prudent corporations carrying on similar operations under like circumstances, Secured Party with Secured Party named loss payee therefore under a standard loss payee clause, and, at Secured Party’s Request, will deliver each policy or certificate of Insurance therefore to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will prevent the Collateral or any part thereof from ;being or becoming an accession to other goods not do business under any name or style other than that indicated on the first page thereofcovered by this Security Agreement; and (i) if the Collateral is not a fixture, will prevent the Collateral or any certificate part thereof from being or becoming a fixture; (j) will keep, in accordance with generally accepted accounting principles, consistently applied, accurate and complete hooks and records concerning the Collateral, will xxxx any and all such records concerning the Collateral, at Secured Party’s request to indicate the Security Interest and will permit Secured Party or its agents to audit and make extracts from and copy such records or any of title Debtor’s books, ledgers, reports, correspondence, or other records and will furnish Secured Party with financial statements and such other information concerning Debtor as Secured Party may be issued from time to time request; (k) upon demand, will deliver to Secured Party any schedules, invoices, shipping documents, delivery receipts, purchase orders, contract or other documents representing or relating to purchases or other acquisitions of Collateral; (l) will not, without Secured Party’s written consent, make or agree to make any alteration, modification or cancellation of, or substitution for, or credits, adjustments or allowance on, any Collateral, (m) will promptly notify Secured Party of any default by any Account Debtor in payment or performance of its obligations with respect to any of the Collateral, ; (n) will cause promptly notify the Secured Party in the event of a materially adverse change in business or Collateral or any other occurrences which could materially and adversely affect the security of the Secured Party's interest under this Agreement to be noted on ; and to) will immediately upon request furnish such additional collateral in the certificate and will deliver event the original certificate to Collateral is inadequate or the Secured PartyParty deems itself insecure.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor hereby agrees: (a) will defend to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed necessary or appropriate by Secured Party to perfect, maintain and protect Secured Party's security interest hereunder and the priority thereof and to deliver promptly to Secured Party all originals of any Collateral against the claims or proceeds thereof consisting of all chattel paper or instruments; (b) not to surrender or lose possession of (other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliverthan to Secured Party), sell, transferencumber, lease or otherwise dispose of or transfer, any Collateral or right or interest therein other than shipment of Mortgage Loans under Take-Out Commitments and as otherwise permitted under PARAGRAPH 6 above or the Credit Agreement; (c) not to grant to any Investor any other security interest in any Collateral, or otherwise acknowledge the creation of any ownership rights of any Investor with respect to any Collateral unless and until Secured Party has received the proceeds of such Collateral as described herein; (d) at all times to account fully for and promptly to deliver to Secured Party, in the form received, all Collateral or proceeds thereof received, endorsed to Secured Party or in blank as appropriate and accompanied by such assignments and powers, duly executed, as Secured Party shall request, and until so delivered all Collateral and proceeds thereof shall be held in trust for Secured Party, separate from all other property of Debtor and identified as the property of Secured Party; (e) to keep accurate and complete records of the Collateral and at any reasonable time and at Secured Party's expense (provided that during the continuation of any Event of Default, the following shall be at Debtor's expense), upon demand by Secured Party, to exhibit to and allow inspection of the Collateral and the records, reports and information concerning the Collateral by Secured Party (or any interest therein Persons designated by Secured Party); (f) to keep the records concerning the Collateral at the location(s) set forth in PARAGRAPH 15 below and not to remove the records from such location(s) without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (bg) will not to materially modify, compromise, extend, rescind or cancel any deed of trust, mortgage, note or other document, instrument or agreement connected with any Mortgage Loan pledged under this Security Agreement or any document relating thereto or connected therewith or consent to a postponement of strict compliance on the part of any party thereto with any term or provision thereof in any material respect; (h) to keep the CollateralCollateral insured against loss, including Debtor's books damage, theft, and recordsother risks customarily covered by insurance, at the address specified above until and such other risks as Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Partymay reasonably request; will notify Secured Party promptly in writing of any change in Debtor's address(i) to do all acts that a prudent investor would deem necessary or desirable to maintain, name or identity from that specified above; preserve and will permit Secured Party or its agents to inspect protect the Collateral; (cj) will keep the not knowingly to use or permit any Collateral in good condition and repair and will not use the Collateral to be used unlawfully or in violation of any provisions provision of this Security Agreement, the Credit Agreement or any applicable statute, regulation or ordinance or any policy of insurance insuring covering the Collateral; (dk) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable (or require to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account be paid) prior to disclose the Security Interest in the Receivables; (e) will pay their becoming delinquent all taxes, assessments assessments, insurance premiums, charges, encumbrances and other charges liens now or hereafter imposed upon or affecting any Collateral except as otherwise permitted in the Credit Agreement; (1) to notify Secured Party before any such change shall occur of every nature any change in Debtor's name, identity, structure or jurisdiction through merger, consolidation or otherwise; (m) to appear in and defend, at Debtor's cost and expense, any action or proceeding which may be levied affect its title to or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement in the Collateral; and (n) to be noted on comply in all material respects with all laws, regulations and ordinances relating to the certificate possession, operation, maintenance and will deliver control of the original certificate to Secured PartyCollateral.

COVENANTS OF DEBTOR. So long as this Security Agreement has not been terminated as provided hereafteris in effect, Debtor: Debtor (a) will defend the Collateral against the claims and demands of all other personsparties; will keep the Collateral free from all security interests or other encumbrances, except the Security Interestas otherwise specified herein; and will not assign, deliver, sell, transfer, lease lease, assign, deliver or otherwise dispose of any of the Collateral or any interest therein except as otherwise permitted by any agreement between the Debtor and the Secured Party without the prior written consent of the Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified Collateral in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Partyin which its operations are presently conducted; and will notify the Secured Party promptly in writing of any change in Debtor's address, name or identity from that address specified above, any change in the address at which records concerning the Collateral are kept and any change in Debtor's name, identity or corporate or other structure; (c) will furnish to the Secured Party financial statements in such form and at such intervals as may be specified in an Agreement between the Debtor and the Secured Party; will permit keep, in accordance with generally accepted accounting principles consistently applied, accurate and complete books and records including, without limitation, records concerning the Collateral; at the Secured Party's request, will xxxx any and all such books and records to indicate the Security Interest; upon reasonable notice will permit, during normal business hours, the Secured Party or its agents to inspect the Collateral and to audit and make extracts from or copies of such books and records pertaining to the Collateral; and will duly account to the Secured Party's satisfaction, at such time or times as the Secured Party may reasonably require, for any of the Collateral; (cd) will keep the Collateral in good condition and repair repair, ordinary wear and tear expected; and will not use the Collateral in violation of any provisions of this Security Agreement, of any applicable statute, regulation or ordinance or of any policy of insurance insuring the Collateral; (de) in connection herewith, will execute and deliver to the Secured Party such financing statements and other documentsstatements, pay all costs including costs of title searches and filing financing statements assignments and other documents in any public offices requested by Secured Party, and take do such other action Secured Party may deem advisable things relating to perfect the Collateral and the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose as the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.

COVENANTS OF DEBTOR. So long as this Security Agreement has not been terminated as provided hereafteris in effect, the Debtor: (a) will defend the Collateral against the claims and demands of all other personsparties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party, except, as to Inventory or Software, purchasers and lessees in the ordinary course of the Debtor's business; will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except as specified in Schedule A attached hereto and made a part hereof; and will not assign, deliver, sell, transfer, lease lease, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, except that prior to an Event that, until the occurrence of Defaultany one or more of the Events of Default as hereinafter defined, the Debtor may sell inventory or lease Inventory and Software in the ordinary course of the Debtor's business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will keep notify the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in the Debtor's addressbusiness address and chief executive office, name any change in the address at which records concerning the Collateral are kept and any change in the Debtor's name, identity or identity corporate or other structure; (c) will furnish to the Secured Party such updated or additional financial statements, reports, tax returns and other information as the Secured Party may from that specified abovetime to time reasonably request regarding the financial or business affairs of the Debtor; will keep, in accordance with generally accepted accounting principles consistently applied in preceding periods, accurate and complete books and records, including, without limitation, records concerning the Collateral; at the Secured Party's request, will xxxx any and all such books and records to indicate the Security Interest; will permit the Secured Party or its agents to inspect the CollateralCollateral and to audit and make extracts from or copies of such books and records and any of the Debtor's ledgers, reports, correspondence or other books and records; (c) will keep the Collateral in good condition and repair and will not use duly account to the Collateral in violation Secured Party's satisfaction, at such time or times as the Secured Party may require, for any of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will deliver to the Secured Party upon demand, all Documents and all Chattel Paper (duly endorsed to the Secured Party) constituting, representing or relating to the Collateral or any part thereof, and any schedules, invoices, shipping documents, delivery receipts, purchase orders, contracts or other documents representing or relating to the Collateral or any part thereof; (e) will not, without the Secured Party’s prior written consent, make or agree to make any alteration, modification or cancellation of, or substitution for, or credits, adjustments or allowances on, Accounts or Chattel Paper constituting the Collateral; will furnish to the Secured Party, on request, all credit and other information respecting the financial condition of any Account Debtor; and will notify the Secured Party promptly of any default by any Account Debtor in payment or other performance of obligations with respect to any Collateral; (f) will insure the Collateral against risks, in coverage, form and amount, and by insurer, satisfactory to the Secured Party, and will cause each policy to be payable to the Secured Party as a named insured and loss payee, as its interest may appear, and to contain an agreement by the insurer that such policy shall not be canceled or modified without at least thirty (30) days' prior written notice to the Secured Party, and, upon the Secured Party's request, will deliver each policy or certificate of insurance to the Secured Party; (g) in connection herewith, will execute and deliver to the Secured Party such financing statements statements, assignments and other documentsdocuments and do such other things relating to the Collateral and the Security Interest as the Secured Party may request, and pay all costs including costs of title searches and filing financing statements statements, assignments and other documents in any all public offices requested by the Secured Party; and will not, without the prior written consent of the Secured Party, file or authorize or permit to be filed in any public office any financing statement naming the Debtor as debtor and take such other action not naming the Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereofas secured party; (h) will not do business under place the Collateral in any name or style other than that indicated on the first page thereofwarehouse which may issue a negotiable document with respect thereto; and (i) if will prevent the Collateral or any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partypart thereof from becoming a Fixture.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor covenants that: (a) Debtor will defend the Collateral against the all claims and demands of all other personspersons at any time claiming the same or any interest therein except as expressly provided herein; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and Debtor will not assign, deliver, sell, transfer, lease move or otherwise dispose of any of permit to be moved the Collateral or any portion thereof to any location other than the location set forth in Section 4(c), or in Schedule 4(c), above without the prior written consent of Secured Party; Debtor will not establish any place of business other than as set forth in Section 4 (c) above, or voluntarily or involuntarily change its name, identity or corporate structure, without in any such case the prior written consent of Secured Party; Debtor will not establish or create any deposit accounts other than as set forth in Schedule 4 (a) without the prior written consent of Secured Party; and Debtor will not hereafter incur any indebtedness to any organization listed in said Schedule 4 (f); Debtor will, promptly upon request by Secured Party, procure or execute and deliver any document (including, without limitation, mortgagee waivers or landlord disclaimers or subordination agreements with respect to any and all equipment or fixtures which are a part of the Collateral), give any notices, execute and file any financing statements, mortgages or other documents, all in form and substance satisfactory to Secured Party, xxxx any chattel paper, deliver any chattel paper or instruments to Secured Party and take any other actions which are necessary or, in the judgment of Secured Party, desirable to perfect or continue the perfection and first priority of Secured Party's security interest therein in the Collateral, to protect the Collateral against the rights, claims, or interests of third persons or to effect the purposes of this Security Agreement, and will pay all costs incurred in connection therewith; Debtor will not, without the prior written consent of Secured Party, in any way hypothecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral except that prior to an Event created by this Security Agreement, nor will Debtor sell, transfer, assign, exchange or otherwise dispose of Defaultthe Collateral, except that Debtor may sell inventory may, in the ordinary course of Debtor's business; (b) will keep , sell for full and adequate consideration that part of the Collateral described as Inventory in Section 2 above. If the proceeds of any such sale are notes, instruments or chattel paper, such proceeds shall be promptly delivered to Secured Party to be held as Collateral hereunder. If the Collateral, including Debtoror any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of Secured Party shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and Debtor will hold the proceeds thereof in a separate account for Secured Party's books and recordsbenefit. Debtor will, at the address specified above until Secured Party's request, transfer such proceeds to Secured Party is notified in writing of any change in its location within the State but kind; Debtor will not remove enter into, modify or amend any existing or future contracts or agreements relating to the sale or disposition of the Collateral from the State nor change the location of Debtor's chief executive office or any part thereof without the prior written consent of Secured Party; . Upon request of Secured Party, Debtor will notify provide Secured Party promptly in writing with copies of any change in Debtor's addressall existing and hereafter created contracts and agreements and of all amendments and modifications thereto; Debtor will pay and discharge all taxes, name assessments and governmental charges or identity from that specified above; levies against the Collateral prior to delinquency thereof and will permit Secured Party or its agents to inspect keep the CollateralCollateral free of all unpaid charges whatsoever; (c) Debtor will keep and maintain the Collateral in good condition and repair repair. Debtor will not misuse or abuse the Collateral, or waste or allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in Debtor's business, and will not comply with all laws, statutes and regulations pertaining to the use the Collateral in violation or ownership of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; Debtor will give preliminary notices of lien and take all other actions necessary to create or preserve any liens available to secure payments due Debtor under any contracts or other agreements with third parties, will not voluntarily permit any such payments to become more than thirty (d30) days delinquent and will execute in a timely manner record and assign to Secured Party, to the extent and at the earliest time permitted by law, any such liens. Debtor will give Secured Party written notice of any payments due Debtor within five (5) days after any such payments become thirty (30) days delinquent; Debtor will cause the Collateral to be kept insured at its own expense under one or more policies with such companies, in such amounts, and against such risks and liabilities as are satisfactory to Secured Party. Such policies shall include a mortgagee's loss payable endorsement or such other mortgagee indemnity clause as Secured Party shall direct, and/or shall name Secured Party as a co-insured, at Secured Party's sole option. No such policy shall be subject to reduction or cancellation without thirty (30) days' prior written notice to Secured Party; Debtor will upon Secured Party's request deliver to Secured Party records and schedules which show the status, condition and location of the Collateral; will promptly notify Secured Party in writing of any event, or change of law, regulation, business practice, or business condition which may adversely affect the value of the Collateral; and will provide Secured Party with current financial information concerning Debtor's business on a monthly, quarterly and audited fiscal year-end basis, with detail satisfactory to Secured Party and which shall be prepared in accordance with generally accepted accounting principles consistently applied. To the extent that Debtor has not yet completed a full audit, Secured Party will accept unaudited statements until such financing statements audit can be completed. Secured Party shall have the right to review and other documentsverify such records, pay schedules, notices, and financial information, and Debtor will reimburse Secured Party for all costs including costs of title searches and filing financing statements and other documents in any public offices requested by incurred thereby; Secured Party, its nominee or agent, may at any time and at Debtor's sole cost and expense (i) notify, or require Debtor to notify, account debtors obligated on any or all of Debtor's accounts or on any other part of the Collateral to make payment directly to Secured Party, or jointly to Secured Party and Debtor, and (ii) take, or require Debtor to take, all necessary steps to collect the same. Secured Party may at any time take such possession of all proceeds of any Collateral in Debtor's possession, and may at any time require Debtor to segregate all collections and proceeds of Collateral so that they are capable of identification; Secured Party shall have at all times, with or without notice, the right to enter into and upon any premises where any of the Collateral or records with respect thereto are located for the purpose of inspecting the same, making copies of records, observing the use of any part of the Collateral, or otherwise protecting its security interest in the Collateral; and Debtor shall promptly provide Secured Party with written notice of any defaults (whether monetary or non-monetary) under any of the License Agreements; and Secured Party shall have the right at any time to make any payments and do any other action acts Secured Party may deem advisable necessary to perfect protect its security interest in the Security Interest created by this Collateral, including, without limitation, the right (but not the obligation) to cure any defaults under any License Agreement, including without limitation placing notations on Debtor's books of account the rights to disclose the Security Interest pay, purchase, contest or compromise any encumbrance, charge or lien which in the Receivables; (e) will pay all taxes, assessments and other charges judgment of every nature which may Secured Party appears to be levied prior to or assessed against superior to the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateralsecurity interest granted hereunder, and appear in and defend any action or proceeding purporting to affect its security for or guaranty of any of interest in and/or the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any value of the Collateral, will cause and in exercising any such powers or authority, the right to pay all expenses incurred in connection therewith, including attorneys' fees. Debtor hereby agrees to reimburse Secured Party's interest Party for all payments made and expenses incurred, which amounts shall be secured under this Agreement Security Agreement, and agrees it shall be bound by any payment made or act taken by Secured Party hereunder. Secured Party shall have no obligation to be noted on make any of the certificate and foregoing payments or perform any of the foregoing acts. it will deliver comply with the original certificate to Secured Partyprocedures set out in Section 3.7 above.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor hereby agrees: (a) will To defend the Collateral against the claims of all other personspersons who, at any time, may claim an interest in it; will To do all acts that may be necessary to maintain, preserve, and protect the Collateral and not to fail to maintain or renew, and not to abandon, any Collateral; To not sell, encumber, or otherwise dispose of or transfer any Collateral or any right or interest therein without the Secured Party's prior written consent, and to keep the Collateral free from of all liens or security interests (other than the security interest created under this Agreement or as disclosed by Debtor to Secured Party in writing prior to this Agreement); S&W Seed Company Conterra Agricultural Capital, LLC R1028 WI Security Agreement Page 3 of 5 To keep the Collateral insured against loss through theft, fire, or other encumbrancescasualty in an amount and manner approved by the Secured Party, except to promptly provide proof of such insurance to Secured Party upon request and to cause to be included in each such insurance policy, as may be requested by Secured Party, endorsements in form and substance satisfactory to Secured Party (i) designating Secured Party as the Security Interest; and will not assign, deliver, sell, transfer, lease or otherwise dispose party to receive payment of any proceeds payable as the result of a loss of all or any part of the Collateral or any interest therein without the prior under such policy, and (ii) requiring at least 30 days written consent of notice to Secured Party, except that Party prior to an Event any modification, termination, or cancellation of Defaultany such policy. In all events, Debtor may sell inventory hereby assigns to Secured Party all of its rights, title, and interest in the ordinary course and to any proceeds of Debtor's business; (b) will keep any insurance covering the Collateral, including Debtor's books whether or not required under this Section 5, and recordsauthorizes Secured Party to take such acts and execute such documents as may be required to receive such proceeds. In the event Debtor fails to provide for all insurance coverage as required in this Section 5, Secured Party shall have, in addition to any other remedies available to it, the right to obtain satisfactory insurance coverage on the Collateral on its own behalf and Xxxxxx agrees to reimburse Secured Party upon demand for all costs and expenses incurred in connection therewith; To give Secured Party reasonable access to and opportunity to inspect the Collateral, wherever located; To promptly pay when due all taxes, assessments, charges, encumbrances, and liens now or hereafter imposed upon or affecting any Collateral; To keep and maintain all of the records concerning the Collateral at the address specified above until indicated in this Agreement; To keep and maintain the Collateral at the address(es) indicated in this Agreement or at such other locations as may be approved by Secured Party; To notify Secured Party is notified in writing of at least ten (10) business days prior to any change in its location within the State but Debtor will not remove the Collateral from the State nor change in: (i) the location of Debtor's chief executive office without the written consent place of Secured Party; will notify Secured Party promptly in writing of any change in business, (ii) Debtor's addressname, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (ciii) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books type of account to disclose business organization, (iv) Debtor's jurisdiction of organization, (v) the Security Interest in location of the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and (vi) any security for or guaranty of any information set forth in Section 4(c) above; To comply and to maintain compliance with all laws, regulations, and ordinances relating to the possession and control of the Collateral; (g) will post all Receivables and To procure, execute, and deliver any endorsements, assignments, and other writings reasonably requested by Secured Party in order to Debtor's books perfect, maintain, and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause protect Secured Party's security interest under this Agreement to be noted on in the certificate Collateral and will deliver the original certificate to Secured Partypriority thereof.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: (a) will defend Debtor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems reasonably necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Debtor keeps any Collateral or Debtor's records concerning the Collateral against and Proceeds without giving Bank prior written notice of the claims address to which Debtor is moving same (provided that if Debtor fails to so notify Bank or obtain a landlord waiver or warehouseman’s agreement, as applicable, within thirty (30) days after moving such Collateral, Bank’s sole right and remedy with respect to such breach shall be to exclude such Collateral from any calculation of all other personsthe Asset Coverage Ratio under the Credit Agreement dated as of October 7, 2016 between Borrower and Bank, as amended by that certain Amendment and Ratification of Credit Agreement and Other Loan Documents dated as of June 23, 2017, and that certain Second Amendment and Ratification of Credit Agreement and Other Loan Documents dated of even date herewith (as amended, the “Credit Agreement”); will keep the Collateral free from and (vii) to use commercially reasonable efforts to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems reasonably necessary, proper or other encumbrancesconvenient in connection with the preservation, except the Security Interest; and will not assign, deliver, sell, transfer, lease perfection or otherwise dispose enforcement of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partyrights hereunder.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that (a) will the Debtor will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) the Debtor will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan the address of Debtor set forth at the head of this Agreement or as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled “Debtor Events of Default” below; (c) the Debtor will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) the Debtor will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) the Debtor will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor’s industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days’ prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) the Debtor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) the Debtor will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect (h) the Collateral; (c) will keep the Collateral in good condition and repair and Debtor will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral, for such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such 8/25/04 insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Security Agreement has not been terminated as provided hereafteris in effect, the Debtor: (a) will defend the Collateral against the claims and demands of all other personsparties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against the Debtor or the Secured Party, except, as to Inventory, purchasers and lessees in the ordinary course of the Debtor’s business; will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except as specified in Schedule A attached hereto and made a part hereof; and will not assign, deliver, sell, transfer, lease lease, assign, deliver or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured PartyParty (which consent shall not be unreasonably withheld or delayed), except that prior to an so long as no Event of DefaultDefault (as hereinafter defined) exists, the Debtor may sell inventory or lease Inventory in the ordinary course of the Debtor's ’s business; and, with respect to Collateral which consists of Equipment or Inventory, will keep such Collateral only at the location at the Debtor’s address specified below and at the locations, if any, specified in Schedule A attached hereto and made a part hereof; (b) will keep notify the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in the Debtor's address’s business address and chief executive office specified below, name any change in the address at which records concerning the Collateral are kept and any change in the Debtor’s name, identity or identity from that specified above; and will permit Secured Party corporate or its agents to inspect the Collateralother structure; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (d) will execute and deliver furnish to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.the

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterany Indebtedness remains unpaid, Debtor: Debtor (a) will defend the Collateral against the claims and demands of all other persons; parties, including any Account Debtor, will keep the Collateral free from all security interests or other encumbrancesencumbrances other than Permitted Encumbrances, except the Security Interest; and will not assign, deliver, sell, transfer, lease lease, or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to that, until the occurrence of an Event of DefaultDefault as specified in paragraph 10 hereof, Debtor may sell inventory sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address’s addresses, name specified on Schedule I hereto or in Debtor’s name, identity from that specified aboveor structure; (c) will notify Secured Party promptly in writing of any change in the location of any material Collateral or of the records with respect thereto or any additional locations at which the Collateral or records are kept, and will permit Secured Party or its agents to inspect such records; (d) in connection herewith, will execute and deliver to Secured Party such financing statements, and other documents as may be requested by Secured Party, will pay all costs of title searches, and filing financing statements and other documents in all public offices requested by Secured Party, and will do such other things as Secured Party may reasonably request; (e) will keep, in accordance with GAAP, consistently applied, accurate and complete books and records concerning the Collateral, will xxxx any and all such records concerning the Collateral, at Secured Party’s request to indicate the Security Interest, and, upon reasonable notice and in accordance with the Credit Agreement, will permit Secured Party or its agents to audit and make extracts from and copy such records or any of Debtor’s books, ledgers, reports, correspondence or other records; (f) will not, without Secured Party’s written consent, make or agree to make any alteration, modification or cancellation of, or substitution for, or credits, adjustments or allowances on, any Collateral other than in the ordinary course of business; (g) will promptly notify Secured Party of any material default in payment or performance of its obligations with respect to any of the Collateral; (ch) will keep the Collateral in good condition and repair repair; and will not use the Collateral in violation of any provisions of this Agreement, of any applicable statute, regulation or ordinance or of any policy of insurance insuring the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (ei) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against Debtor or any of Debtor’s assets, including the Collateral, prior to the date of attachment of any penalties or liens with respect thereto (other than liens attaching prior to payment becoming due, if payment is made when due); provided, however, Debtor shall not be required to pay any such tax, assessment or other charge so long as (fi) its validity is being contested in good faith by appropriate proceedings diligently conducted and (ii) Debtor maintains adequate reserves for any such tax, assessment or other charge in accordance with GAAP; and (j) will immediately upon receipt deliver insure the Collateral against risks, in coverage, form and amount, and by insurer, satisfactory to Secured Party, properly endorsed or assignedand, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateralat Secured Party’s request, will cause Secured Party's interest under this Agreement each policy to be noted on the payable to Secured Party as a named insured or loss payee, as its interest may appear, and deliver each policy or certificate and will deliver the original certificate of insurance to Secured Party, in each case, in accordance with the Credit Agreement.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with the Secured Party that the Debtor (a) will defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein; (b) will provide the Secured Party with twenty (20) days prior written notice of (i) any change in the chief executive office of the Debtor or the office where the Debtor maintains its books and records pertaining to the Customer Receivables, or (ii) the movement or location of Collateral to or at any address other personsthan the addresses set forth in said Exhibit C; (c) will keep promptly pay any and all taxes, assessments and governmental charges upon the Collateral free from prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all security or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain insurance at all times with respect to the Tangible Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as the Secured Party may reasonably require in writing, containing such terms, in such form, for such periods and written by such companies as may be reasonably satisfactory to the Secured Party, such insurance to be payable to the Secured Party and the Debtor as their interests may appear, and shall provide for thirty (30) days prior written minimum cancellation notice to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other encumbrances, except evidence reasonably satisfactory to the Security InterestSecured Party of compliance with the foregoing insurance provisions; and (f) will not sell or offer to sell or otherwise assign, deliver, sell, transfer, lease transfer or otherwise dispose of any of the Collateral or any interest therein (other than in the ordinary course of business), without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified above; and will permit Secured Party or its agents to inspect the Collateral; (cg) will keep the Collateral free from any adverse lien, security interest or encumbrance and in good condition order and repair repair, reasonable wear and tear excepted, and will not waste or destroy the Collateral or any part thereof; and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy of insurance insuring the Collateralordinance; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name change its name, identity or style other than that indicated on structure, or state of incorporation or organization, without 30 days prior written notice to the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, Debtor: The Debtor hereby covenants and agrees with each Secured Party that the Debtor (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons at any time claiming any interest therein junior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute a Debtor Event of Default (as such term is defined below), or which, with the giving of notice and/or the passage of time, could or would constitute a Debtor Event of Default, pursuant to the Section titled "Debtor Events of Default" below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (f) will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (cg) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, the Debtor: (a) will defend the Collateral against the claims of all other personspersons except for liens and other matters set forth on Exhibit "A" attached hereto; (b) will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except for liens and other matters set forth on Exhibit "B" attached hereto; and (c) will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, except that prior to an Event of Default, the Debtor may sell or lease inventory in the ordinary course of the Debtor's business; (bd) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral and upon the Secured Party's request will xxxx any of such records and all or any other Collateral to give notice of the Security Interest and will permit the Secured Party or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Debtor's books, ledgers, reports, correspondence and other records; (e) upon demand, will deliver to the Secured Party any documents of title and any chattel paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales or leases or other dispositions of the Collateral and proceeds thereof and any and all other schedules, documents and statements which the Secured Party may from time to time reasonably request; (f) will notify the Secured Party immediately of any default by Account Debtors in payment or other performance of material obligations with respect to any Collateral; (g) without the Secured Party's written consent, will not make or agree to make any alteration, modification or cancellation of or substitution for or credits adjustments or allowances on any Collateral; (h) will keep the Collateral, including Debtor's books and records, Collateral at the address addresses specified above in Exhibit "B" until the Secured Party is notified in writing of any change in its location within location, and the State but Debtor will not remove the Collateral from the State nor change the location of the Debtor's chief executive office without the written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed ), except that the Debtor shall be entitled to change its chief executive office to a location in Jacksonville, Florida without the Secured Party's prior consent; (i) will notify the Secured Party promptly in writing of any change in the Debtor's address, name name, trade names or identity from that specified aboveabove or of any change in the location of the Collateral; and (j) will permit the Secured Party or its agents to inspect the Collateral; (ck) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (dl) will execute and deliver to the Secured Party such financing statements and other documentsstatements, pay all costs including costs of title searches and filing financing statements landlord waivers and other documents in any public offices reasonably requested by the Secured Party, and take such other action and provide such further assurances as the Secured Party may reasonably deem advisable to evidence, perfect or enforce the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (em) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the CollateralCollateral (unless the same are being contested in good faith); (fn) will immediately upon receipt deliver insure the Collateral against risks by obtaining policies (none of which shall be cancellable without at least 30 days prior written notice to the Secured Party) in coverage, form and amount and with companies reasonably satisfactory to the Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateralcontaining a loss payee provision in favor of the Secured Party, and at the Secured Party's request will deliver each policy or certificate of insurance therefor to the Secured Party; (o) will prevent any security for or guaranty of any part of the CollateralCollateral from becoming an accession to other goods not covered by this Agreement; (gp) will post all Receivables to Debtor's books and records immediately upon prevent the creation thereof; Collateral or any part of the Collateral from becoming a fixture (h) will not do business under any name or style other than that indicated on unless the first page thereofCollateral is specified as a fixture); and (iq) if any certificate of title may be issued with respect to any of the Collateral, will cause the Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to the Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafterThe Debtor hereby covenants and agrees with the Secured Party that the Debtor, Debtor: except with the prior written consent of the Secured Party in each instance, (a) will will, at the Debtor's sole cost and expense, defend the Collateral against the all claims and demands of all persons (including Subordinating Parties) at any time claiming any interest therein senior to the Secured Party's interest; (b) will provide the Secured Party with prompt written notice of (i) any change in the chief executive officer of the Debtor or the office where the Debtor maintains its books and records pertaining to the Collateral; (ii) the movement or location of all or a material part of the Collateral to or at any address other personsthan as set forth in said Exhibit B; and (iii) any facts which constitute an Debtor Event of Default, or which, with the giving of notice and/or the passage of time, could or would constitute an Debtor Event of Default, pursuant to Section 7 below; (c) will promptly pay any and all taxes, assessments and governmental charges upon the Collateral prior to the date penalties are attached thereto, except to the extent that such taxes, assessments and charges shall be contested in good faith by the Debtor; (d) will immediately notify the Secured Party of any event causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution; (e) will have and maintain adequate insurance at all times with respect to the Collateral against risks of fire (including so-called extended coverage) and theft, and such other risks as are customary in the Debtor's industry for the respective items included in the Collateral, such insurance to be payable to the Secured Party and the Debtor as their respective interests may appear, subject in all events to the Senior Lender Interests, and shall provide for a minimum of ten (10) days prior written notice of cancellation to the Secured Party, and Debtor shall furnish the Secured Party with certificates or other evidence satisfactory to the Secured Party of compliance with the foregoing insurance provisions; (f) will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of the Secured Party, except in the ordinary course of business; (g) other than the Senior Lender Interests, will keep the Collateral free from all any adverse lien, security interests interest or other encumbrancesencumbrance (except for encumbrances specified in Exhibit A attached hereto) and in good order and repair, except the Security Interest; reasonable wear and tear excepted, and will not assign, deliver, sell, transfer, lease waste or otherwise dispose of any of destroy the Collateral or any interest therein without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and records, at the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Party; will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that specified abovepart thereof; and will permit Secured Party or its agents to inspect the Collateral; (ch) will keep the Collateral in good condition and repair and will not use the Collateral in material violation of any provisions of this Agreement, any applicable statute, regulation statute or ordinance or any policy the violation of insurance insuring which could materially and adversely affect the Collateral; (d) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partybusiness.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, the Debtor: (a) will defend the Collateral against the claims of all other personspersons except for liens and other matters set forth on Exhibit "A" attached hereto; (b) will keep the Collateral free from all security interests or other encumbrances, except the Security InterestInterest and except for liens and other matters set forth on Exhibit "A" attached hereto; and (c) will not assign, deliver, sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein without the prior written consent of the Secured Party, except that prior to an Event of Default, the Debtor may sell or lease inventory in the ordinary course of the Debtor's business and may sell or remove worn-out or obsolete equipment in the ordinary course of the Debtor's business; (bd) will keep in accordance with generally accepted accounting principles consistently applied, accurate and complete records concerning the Collateral and upon the Secured Party's request will xxxx any of such records and all or any other Collateral to give notice of the Security Interest and will permit the Secured Party or its agents to inspect the Collateral and to audit and make abstracts of such records or any of the Debtor's books, ledgers, reports, correspondence and other records; (e) upon demand, will deliver to the Secured Party any documents of title and any chattel paper representing or relating to the Collateral or any part thereof, schedules, invoices, shipping or delivery receipts, purchase orders, contracts or other documents representing or relating to purchases or other acquisitions or sales or leases or other dispositions of the Collateral and proceeds thereof and any and all other schedules, documents and statements which the Secured Party may from time to time reasonably request; (f) will notify the Secured Party immediately of any default by Account Debtors in payment or other performance of material obligations with respect to any Collateral; (g) without the Secured Party's written consent, will not make or agree to make any alteration, modification or cancellation of or substitution for or credits adjustments or allowances on any Collateral; (h) will keep the Collateral, including Debtor's books and records, Collateral at the address addresses specified above in Exhibit "B" until the Secured Party is notified in writing of any change in its location within location, and the State but Debtor will not remove the Collateral from the State nor change the location of the Debtor's chief executive office without the written consent of the Secured Party (which consent shall not be unreasonably withheld or delayed ), except that the Debtor shall be entitled to change its chief executive office to a location in Jacksonville, Florida without the Secured Party's prior consent; (i) will notify the Secured Party promptly in writing of any change in the Debtor's address, name name, trade names or identity from that specified aboveabove or of any change in the location of the Collateral; and (j) will permit the Secured Party or its agents to inspect the Collateral; (ck) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the Collateral; (dl) will execute and deliver to the Secured Party such financing statements and other documentsstatements, pay all costs including costs of title searches and filing financing statements landlord waivers and other documents in any public offices reasonably requested by the Secured Party, and take such other action and provide such further assurances as the Secured Party may reasonably deem advisable to evidence, perfect or enforce the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (em) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the CollateralCollateral (unless the same are being contested in good faith); (fn) will immediately upon receipt deliver insure the Collateral against risks by obtaining policies (none of which shall be cancellable without at least 30 days prior written notice to the Secured Party) in coverage, form and amount and with companies reasonably satisfactory to the Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateralcontaining a loss payee provision in favor of the Secured Party, and at the Secured Party's request will deliver each policy or certificate of insurance therefor to the Secured Party; (o) will prevent any security for or guaranty of any part of the CollateralCollateral from becoming an accession to other goods not covered by this Agreement; (gp) will post all Receivables to Debtor's books and records immediately upon prevent the creation thereof; (h) will not do business under Collateral or any name or style other than that indicated on part of the first page thereofCollateral from becoming a fixture; and (iq) if any certificate of title may be issued with respect to any of the Collateral, will cause the Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to the Secured Party.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor agrees that it: (a) will defend the Collateral Assigned Property against the claims and demands of all other personsparties, including, without limitation, defenses, set-offs, claims and counterclaims asserted by the Time Charterer or any other Account Debtor against Debtor, the Vessel or Secured Party; (b) will keep the Collateral Assigned Property free from of all security interests or other liens, mortgages or encumbrances, except the Security Interest; those in favor of Secured Party, and will not assign, deliver, sell, transfer, lease assign, pledge, grant a security interest in or otherwise dispose of any of the Collateral Assigned Property or any interest therein therein, without the prior written consent of Secured Party, except that prior to an Event of Default, Party (and Debtor may sell inventory in the ordinary course of Debtor's business; (b) will keep the Collateral, including Debtor's books and recordswill, at Secured Party’s request, mxxx all or any Assigned Property and/or records related thereto to indicate the address specified above until Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent interests of Secured Party); (c) will notify Secured Party promptly in writing of any change in Debtor's address, name or identity from that the address specified above; and will permit Secured Party or its agents to inspect above at which records concerning the Collateral; (c) will keep the Collateral in good condition and repair and will not use the Collateral in violation of any provisions of this Agreement, any applicable statute, regulation or ordinance or any policy of insurance insuring the CollateralAssigned Property are kept; (d) will notify Secured Party immediately of any default by Time Charterer or any other Account Debtor in payment or other performance of its obligations with respect to any Assigned Property; (e) without Secured Party’s prior written consent, will not make or agree to make any alteration, modification, termination, cancellation of, or substitution for, or credits, discounts, adjustments, offsets or allowances on, the Time Charter or any other Assigned Property; and (f) in connection herewith, will execute and deliver to Secured Party such financing statements assignments, notices and other documents, pay all costs including costs of title searches and filing financing statements statements, assignments and other documents in any all public offices requested by Secured Party, and take do such other action things as Secured Party may deem advisable to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account to disclose the Security Interest in the Receivables; (e) will pay all taxes, assessments and other charges of every nature which may be levied or assessed against the Collateral; (f) will immediately upon receipt deliver to Secured Party, properly endorsed or assigned, all instruments and chattel paper constituting Collateral, and any security for or guaranty of any of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Partyreasonably request.

COVENANTS OF DEBTOR. So long as this Agreement has not been terminated as provided hereafter, DebtorDebtor hereby agrees: (a) will defend to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings deemed necessary or appropriate by Secured Party to perfect, maintain and protect Secured Party’s security interest hereunder and the priority thereof and to deliver promptly to Secured Party all originals of any Collateral against the claims or proceeds thereof consisting of all chattel paper or instruments; (b) not to surrender or lose possession of (other persons; will keep the Collateral free from all security interests or other encumbrances, except the Security Interest; and will not assign, deliverthan to Secured Party), sell, transferencumber, lease or otherwise dispose of or transfers, any Collateral or right or interest therein other than shipment of Mortgage Loans under Take-Out Commitments and as otherwise permitted under Paragraph 6 above or the Credit Agreement; (c) not to grant to any Investor any other security interest in any Collateral, or otherwise acknowledge the creation of any ownership rights of any Investor with respect to any Collateral unless and until Secured Party has received the proceeds of such Collateral as described herein; (d) at all times to account fully for and promptly to deliver to Secured Party, in the form received, all Collateral or proceeds thereof received, endorsed to Secured Party or in blank as appropriate and accompanied by such assignments and powers, duly executed, as Secured Party shall request, and until so delivered all Collateral and proceeds thereof shall be held in trust for Secured Party, separate from all other property of Debtor and identified as the property of Secured Party; (e) to keep accurate and complete records of the Collateral and at any reasonable time and at Secured Party’s expense (provided that during the continuation of any Event of Default, the following shall be at Debtor’s expense), upon demand by Secured Party, to exhibit to and allow inspection of the Collateral and the records, reports and information concerning the Collateral by Secured Party (or any interest therein Persons designated by Secured Party); (f) to keep the records concerning the Collateral at the location(s) set forth in Paragraph 15 below and not to remove the records from such location(s) without the prior written consent of Secured Party, except that prior to an Event of Default, Debtor may sell inventory in the ordinary course of Debtor's business; (bg) will not to materially modify, compromise, extend, rescind or cancel any deed of trust, mortgage, note or other document, instrument or agreement connected with any Mortgage Loan pledged under this Security Agreement or any document relating thereto or connected therewith or consent to a postponement of strict compliance on the part of any party thereto with any term or provision thereof in any material respect; (h) to keep the CollateralCollateral insured against loss, including Debtor's books damage, theft, and recordsother risks customarily covered by insurance, at the address specified above until and such other risks as Secured Party is notified in writing of any change in its location within the State but Debtor will not remove the Collateral from the State nor change the location of Debtor's chief executive office without the written consent of Secured Partymay reasonably request; will notify Secured Party promptly in writing of any change in Debtor's address(i) to do all acts that a prudent investor would deem necessary or desirable to maintain, name or identity from that specified above; preserve and will permit Secured Party or its agents to inspect protect the Collateral; (cj) will keep the not knowingly to use or permit any Collateral in good condition and repair and will not use the Collateral to be used unlawfully or in violation of any provisions provision of this Security Agreement, the Credit Agreement or any applicable statute, regulation or ordinance or any policy of insurance insuring covering the Collateral; (dk) will execute and deliver to Secured Party such financing statements and other documents, pay all costs including costs of title searches and filing financing statements and other documents in any public offices requested by Secured Party, and take such other action Secured Party may deem advisable (or require to perfect the Security Interest created by this Agreement, including without limitation placing notations on Debtor's books of account be paid) prior to disclose the Security Interest in the Receivables; (e) will pay their becoming delinquent all taxes, assessments assessments, insurance premiums, charges, encumbrances and other charges liens now or hereafter imposed upon or affecting any Collateral except as otherwise permitted in the Credit Agreement; (1) to notify Secured Party before any such change shall occur of every nature any change in Debtor’s name, identity, structure or jurisdiction through merger, consolidation or otherwise; (m) to appear in and defend, at Debtor’s cost and expense, any action or proceeding which may be levied affect its title to or assessed against Secured Party’s interest in the Collateral; and (fn) will immediately upon receipt deliver to Secured Partycomply in all material respects with all laws, properly endorsed or assignedregulations and ordinances relating to the possession, all instruments operation, maintenance and chattel paper constituting Collateral, and any security for or guaranty of any control of the Collateral; (g) will post all Receivables to Debtor's books and records immediately upon the creation thereof; (h) will not do business under any name or style other than that indicated on the first page thereof; and (i) if any certificate of title may be issued with respect to any of the Collateral, will cause Secured Party's interest under this Agreement to be noted on the certificate and will deliver the original certificate to Secured Party.