Common use of Debtor’s Covenants Clause in Contracts

Debtor’s Covenants. Debtor agrees: ------------------ a. To pay Secured Party all amounts payable on the note mentioned is this Security Agreement and all other obligations of Debtor held by Secured Party on or before the date when due and payable, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreement, and of any other loan or security agreement between Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, to obtain loss-payable endorsements in favor of Secured Party. f. To keep the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. (a) Debtor agrees: ------------------ a. To pay shall maintain at its principal place of business complete records regarding all account balances due Debtor, whether secured or unsecured, which account balances comprise the Collateral hereunder. Such records shall include, without limitation, current statements of balances due, and copies of all contracts, instruments or documents evidencing, securing or guarantying such balances. Upon reasonable prior notice by Secured Party Party, Debtor shall make all amounts payable on the note mentioned is this Security Agreement such records available for inspection and all other obligations of Debtor held copying by Secured Party on or before the date when due and/or its agents during normal business hours. (b) Debtor covenants and payable, whether at maturity, by acceleration, or otherwise; to perform all terms agrees that it shall: (i) take adequate care of the note Collateral (except as provided in 4(b)(viii) below) in accordance with reasonable and this customary business practices for similar businesses as the Debtor's, reasonable wear and tear excepted; (ii) insure the Collateral for such hazards and in such amounts customary for similar businesses as the Debtor's, with policies to name the Secured Party as additional insured and/or loss payee, as the case may be; (iii) pay all costs necessary to enforce the Security AgreementInterest, collect the Obligation, and maintain the Collateral free of liens (other than Permitted Encumbrances), including (but not limited to) taxes, assessments, reasonable attorneys' fees and legal expenses, and expenses of sale; (iv) furnish Secured Party with any other loan or security agreement between Debtor and information on the Collateral reasonably requested by Secured Party; (v) upon receipt of reasonable prior written notice, allow Secured Party to inspect the Collateral, and inspect and copy all records relating to pay all the Collateral and the Obligation, in each case, during business hours; (vi) take commercially reasonable steps to preserve the liability of account debtors, obligors, and secondary parties whose obligations required under are part of the terms Collateral; (vii) notify Secured Party of this Security Agreementany material change occurring in or to the Collateral, taken as a whole, and (viii) in its sole discretion, make the decisions regarding any continued prosecution and maintenance of the Patent Collateral and Trademark Collateral. b. To use proceeds of all loans for (c) Debtor agrees and covenants that it shall not (without Secured Party's consent, which shall not be unreasonably withheld): (i) remove the purposes agreed onCollateral or any records relating thereto from the address set forth above; (ii) allow the Collateral to become an accession to other goods; or (iii) allow the Collateral to be affixed to real estate, except goods identified herein as fixtures. c. To execute (d) Debtor warrants and deliver represents to Secured Party the best of its information, knowledge and belief, as follows: no financing statements statement or collateral assignment has been filed or executed with respect to the Collateral (except in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect favor of the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, to obtain loss-payable endorsements in favor (ii) Debtor is absolute owner of Secured Party. f. To keep the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption Collateral is not encumbered other than by Permitted Encumbrances; (iii) none of any marketing orderthe Collateral is affixed to real estate or an accession to other goods, arrangementnor will Collateral acquired hereafter be affixed to real estate or an accession to other goods when acquired, unless Debtor has furnished Secured Party the consents or disclaimers necessary to make this Security Interest valid against persons holding interests in the real estate or other goods; (iv) all of the Collateral is located at Debtor's address set forth above; (v) Debtor has never been known by, or procedure affecting done business under, any name other than those set forth above. (e) Debtor authorizes Secured Party to (i) file financing statements and assignments covering the Collateral and all personal property of Debtor and containing such legends as Secured Party shall deem necessary or desirable to protect Secured Party's interest in the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection (ii) file and have recorded with the loan from Secured Party to Debtor.United States Patent and Trademark Office a short-form of a security agreement evidencing the Security Interest in the Patent Collateral and Trademark Collateral in the forms attached hereto and incorporated herein by reference as Exhibits B and C.

Debtor’s Covenants. The Debtor agrees: ------------------covenants that it shall: a. To pay (a) from time to time and at all reasonable times allow the Secured Party all amounts payable on the note mentioned is this Security Agreement and all other obligations of Debtor held by Secured Party on or before the date when due and payable, whether at maturityParty, by accelerationor through any of its officers, agents, attorneys, or otherwise; accountants, to perform all terms examine or inspect the Collateral, and obtain valuations and audits of the note and this Security AgreementCollateral, and of any other loan or security agreement between at the Debtor's expense, wherever located. The Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To shall do, obtain, make, execute and deliver to all such additional and further acts, things, deeds, assurances and instruments as the Secured Party financing statements may require to vest in and assure to the Secured Party its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen and mortgagees; (b) keep the Collateral in good order and repair at all times and immediately notify the Secured Party of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation; (c) only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and regulations; and, (d) have and maintain insurance at all times with respect to the all Collateral against risks of fire (in numberincluding so-called extended coverage), formtheft, sprinkler leakage, and substance satisfactory to Secured Partyother risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) and such additional security documentation as and when the Secured Party may request reasonably require, in such form, in the minimum amount of the outstanding principal of the Note and written by such companies as may be reasonably satisfactory to effect the purposes Secured Party. Each such casualty insurance policy shall contain a standard Lender's Loss Payable Clause issued in favor of this Security Agreement; to deliver to the Secured Party under which all losses thereunder shall be paid to the Secured Party as the Secured Party's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to the Secured Party and shall insure the Secured Party notwithstanding the act or neglect of the Debtor. Upon the Secured Party’s demand, the Debtor shall furnish the Secured Party with evidence of insurance as the Secured Party may require. In the event of failure to provide insurance as herein provided, the Secured Party may, at its request financial statementsoption, schedules, lists of property obtain such insurance and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner the Debtor shall pay to the Secured Party, on demand, the cost thereof. Proceeds of insurance may be applied by the Secured Party to reduce the Obligations or to repair or replace Collateral, all in the Secured Party's sole discretion. d. To defend (e) If any of the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazardsis, at any time, in form and amount satisfactory to the possession of a bailee, Debtor shall promptly notify Secured Party; Party thereof and, if requested by Secured Party, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to obtain loss-payable endorsements in favor Secured Party, that the bailee holds such Collateral for the benefit of Secured Party and shall act upon the instructions of Secured Party. f. To keep , without the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change further consent of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. The Debtor agrees: ------------------warrants, covenants and agrees as follows: a. To pay and perform all of the Indebtedness secured by this Security Agreement according to its terms. b. To defend the title to the Collateral against any and all persons and against all claims. c. At any time and from time to time, at the request of Secured Party, to execute and deliver one or more financing statements and/or continuation statements pursuant to the Code, and any amendments thereof and supplements thereto, and such other instruments as the Secured Party shall reasonably require in order to perfect, protect, preserve and maintain the security interests hereby granted, and to pay the cost of filing and recording the same or filing and recording this Security Agreement in all amounts payable on public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. Debtor hereby irrevocably appoints Secured Party as Debtor's attorney-in-fact, coupled with an interest, to do whatever Secured Party may deem necessary to perfect or continue perfected its security interest in the note mentioned Collateral under this Security Agreement pursuant to the Code. Debtor agrees that a carbon, photographic or other reproduction of this Security Agreement or a financing statement is sufficient as a financing statement. d. To retain possession of the Collateral during the existence of this Security Agreement and all other obligations not to sell, exchange, assign, loan, deliver, lease, transfer or otherwise dispose of Debtor held by same, without the prior written consent of the Secured Party on in each instance, which consent shall not be unreasonably withheld or before the date when due and payable, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreement, and of any other loan or security agreement between Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entitiesdelayed. e. To insure keep the Collateral against at its present location and not to remove same without the prior written consent of the Secured Party in each instance; PROVIDED, HOWEVER, that by no later than January 1, 2001, all hazardsof the Collateral shall be moved to and permanently installed in Debtor's leased facility located at Technology Park, in form and amount satisfactory to Secured Party; andTechnology Park Road, if requested by Secured PartyTorrington, to obtain loss-payable endorsements in favor of Secured PartyConnecticut 06790 (the "Torrington Facility"). f. To keep the Collateral in good condition free and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to growclear of all liens, cultivatecharges, sprayencumbrances, irrigatepledges, cut, harvest, pick, preservemortgages, and protect security interests, except for any subsequent encumbrances consented to in writing by the crops and farm products according to Secured Party, which consent the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; may withhold in its sole discretion. g. To keep its chief executive office at the crops separate address set forth at the beginning of this Security Agreement, and always capable of being identified; promptly give Secured Party to provide the Authority with at least thirty (30) days' prior written notice of any disease its intention to move its chief executive office to another location. h. To pay, when due, all taxes, assessments, governmental charges and license fees relating to, any destruction ofor which could become a lien upon, any depreciation the Collateral. i. To keep the Collateral, at the Debtor's own cost and expense, in good repair and condition and to use it for the purposes intended and not to misuse, abuse, waste or allow it to deteriorate, except for normal wear and tear, and to make the same available for inspection by the Secured Party during normal business hours. j. To keep the Collateral insured against loss by fire, theft, flood and other hazards (so-called "All Risk" coverage) as the Secured Party may require in an amount equal to the full value of the Collateral and in no event less than the outstanding Indebtedness secured thereby. Policies covering the Collateral shall be obtained from responsible insurers authorized to do business in the value State of Connecticut. Certificates of insurance or any damage policies shall name the Secured Party as loss payee and shall have attached thereto a loss payable clause making loss payable to the crops; to maintain Secured Party as its interest may appear, and all such policies and renewal policies shall be deposited with the present buildings and improvements on Secured Party. Each policy or endorsement shall contain a clause requiring the real property in good condition and repair; to keep in good standing all rights to water; insurer to give not less than thirty (30) days' prior written notice to the Secured Party prompt in the event of modification or cancellation of the policy for any reason whatsoever, and a clause that the interest of the Secured Party shall not be impaired or invalidated by any act or neglect of the Debtor or owner of the Collateral nor by the occupation of the premises where the Collateral is located for purposes more hazardous than are permitted by said policy. The Debtor shall give immediate written notice to the Secured Party and to insurers of any loss or damage to the Collateral or and shall promptly file proofs of loss with insurers. The Debtor hereby irrevocably appoints the Secured Party the attorney-in-fact, coupled with an interest, of the Debtor in obtaining and adjusting any such insurance and endorsing settlement drafts and hereby assigns to the real property; Secured Party all sums which may become payable under such insurance, including return premiums and dividends, as additional security for the Indebtedness. In the event of termination or threatened termination of insurance, the Secured Party has the right to permit obtain its own insurance covering the Collateral and to add the costs of obtaining and maintaining such insurance as an additional obligation of the Debtor to the Secured Party. Nothing herein shall relieve the Debtor of its duty or obligation to do any act for which the Secured Party may be hereby appointed attorney-in-fact for the Debtor or otherwise authorized to act. k. In the conduct of its business, to materially comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction over the Debtor, the Collateral and/or its business. l. The Debtor authorizes the Secured Party, if the Debtor fails to do so, to do all things required of the Debtor herein and charge all reasonable expenses incurred by the Secured Party to enter on the real property at reasonable times for Debtor together with interest thereon until repayment to the purpose of examining the Collateral; and to permit Secured Party at the interest rate provided in the Note. Failure to inspect all books repay any said advance with interest within ten (10) days from the date of demand by the Secured Party shall constitute a default hereunder. m. Not, without thirty (30) days' prior written notice to the Secured Party, change its name or make any changes in the tradenames under which it now operates. In the event that the Debtor so notifies the Secured Party, the Debtor will execute such financing statements and records relating other documents as the Secured Party shall deem necessary or desirable in order to maintain the existence, perfection and priority of its lien on the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for n. The sixty (160) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the day liquidation value of the Collateral, as determined by the ability of Debtor or Secured Party based upon a current appraisal of same conducted by a qualified equipment appraiser selected by the Secured Party, shall, at each time that the Debtor requests an advance from the Secured Party under the Note, be equal to dispose at least one hundred fifty percent (150%) of the Collateral, or outstanding balance of the rights and remedies Note (including the amount of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwiserequested loan advance). k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. The Debtor agrees: ------------------warrants, covenants and agrees as follows: a. To pay and perform all of the Indebtedness secured by this Security Agreement according to its terms. b. To defend the title to the Collateral against any and all persons and against all claims. c. At any time and from time to time, at the request of Secured Party, to execute and deliver one or more financing statements and/or continuation statements pursuant to the Code, and any amendments thereof and supplements thereto, and such other instruments as the Secured Party shall reasonably require in order to perfect, protect, preserve and maintain the security interests hereby granted, and to pay the cost of filing and recording the same or filing and recording this Security Agreement in all amounts payable on public offices wherever filing or recording is deemed by Secured Party to be necessary or desirable. Debtor hereby irrevocably appoints Secured Party as Debtor’s attorney-in-fact, coupled with an interest, to do whatever Secured Party may deem necessary to perfect or continue perfected its security interest in the note mentioned Collateral under this Security Agreement pursuant to the Code. Debtor agrees that a carbon, photographic or other reproduction of this Security Agreement or a financing statement is sufficient as a financing statement. d. To retain possession of the Collateral during the existence of this Security Agreement and all other obligations not to sell, exchange, assign, loan, deliver, lease, transfer or otherwise dispose of Debtor held by same, without the prior written consent of the Secured Party on in each instance, which consent shall not be unreasonably withheld or before the date when due and payable, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreement, and of any other loan or security agreement between Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entitiesdelayed. e. To insure keep the Collateral against all hazardsat its present location at Debtor’s leased facility located at 000 Xxxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000 (the “Torrington Facility”), and not to remove same without the prior written consent of the Secured Party in form and amount satisfactory to Secured Party; and, if requested by Secured Party, to obtain loss-payable endorsements in favor of Secured Partyeach instance. f. To keep the Collateral in good condition free and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to growclear of all liens, cultivatecharges, sprayencumbrances, irrigatepledges, cut, harvest, pick, preservemortgages, and protect security interests, except for any subsequent encumbrances consented to in writing by the crops and farm products according to Secured Party, which consent the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; may withhold in its sole discretion. g. To keep its chief executive office and principal place of business at the crops separate address set forth at the beginning of this Security Agreement, and always capable of being identified; promptly give Secured Party to provide the Authority with at least thirty (30) days’ prior written notice of any disease its intention to move its chief executive office to another location. h. To pay, when due, all taxes, assessments, governmental charges and license fees relating to, any destruction ofor which could become a lien upon, any depreciation the Collateral. i. To keep the Collateral, at the Debtor’s own cost and expense, in good repair and condition and to use it for the purposes intended and not to misuse, abuse, waste or allow it to deteriorate, except for normal wear and tear, and to make the same available for inspection by the Secured Party during normal business hours. j. To keep the Collateral insured against loss by fire, theft, flood and other hazards (so-called “All Risk” coverage) as the Secured Party may require in an amount equal to the full value of the Collateral and in no event less than the outstanding Indebtedness secured thereby. Policies covering the Collateral shall be obtained from responsible insurers authorized to do business in the value State of Connecticut. Certificates of insurance or any damage policies shall name the Secured Party as loss payee and shall have attached thereto a loss payable clause making loss payable to the crops; to maintain Secured Party as its interest may appear, and all such policies and renewal policies shall be deposited with the present buildings and improvements on Secured Party. Each policy or endorsement shall contain a clause requiring the real property in good condition and repair; to keep in good standing all rights to water; insurer to give not less than thirty (30) days’ prior written notice to the Secured Party prompt in the event of modification or cancellation of the policy for any reason whatsoever, and a clause that the interest of the Secured Party shall not be impaired or invalidated by any act or neglect of the Debtor or owner of the Collateral nor by the occupation of the premises where the Collateral is located for purposes more hazardous than are permitted by said policy. The Debtor shall give immediate written notice to the Secured Party and to insurers of any loss or damage to the Collateral or and shall promptly file proofs of loss with insurers. The Debtor hereby irrevocably appoints the Secured Party the attorney-in-fact, coupled with an interest, of the Debtor in obtaining and adjusting any such insurance and endorsing settlement drafts and hereby assigns to the real property; Secured Party all sums which may become payable under such insurance, including return premiums and dividends, as additional security for the Indebtedness. In the event of termination or threatened termination of insurance, the Secured Party has the right to permit obtain its own insurance covering the Collateral and to add the costs of obtaining and maintaining such insurance as an additional obligation of the Debtor to the Secured Party. Nothing herein shall relieve the Debtor of its duty or obligation to do any act for which the Secured Party may be hereby appointed attorney-in-fact for the Debtor or otherwise authorized to act. k. In the conduct of its business, to materially comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction over the Debtor, the Collateral and/or its business. l. The Debtor authorizes the Secured Party, if the Debtor fails to do so, to do all things required of the Debtor herein and charge all reasonable expenses incurred by the Secured Party to enter on the real property at reasonable times for Debtor together with interest thereon until repayment to the purpose of examining the Collateral; and to permit Secured Party at the interest rate provided in the Note. Failure to inspect all books repay any said advance with interest within ten (10) days from the date of demand by the Secured Party shall constitute a default hereunder. m. Not, without thirty (30) days’ prior written notice to the Secured Party, change its name or make any changes in the tradenames under which it now operates. In the event that the Debtor so notifies the Secured Party, the Debtor will execute such financing statements and records relating other documents as the Secured Party shall deem necessary or desirable in order to maintain the existence, perfection and priority of its lien on the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. As long as this Agreement remains in effect, Debtor agrees: ------------------ a. To pay shall furnish Secured Party all amounts payable on with such information concerning the note mentioned is this Security Agreement location, condition, use and all other obligations operation of the Aircraft as Secured Party may reasonably request, and Debtor held shall permit any person designated by Secured Party on or before in writing to inspect the date when due and payableCollateral, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreementwherever located, and of any other loan or security agreement between Debtor all records and Secured Party; manuals maintained in connection therewith and to pay make copies of such records, and to visit and inspect the properties and facilities of Debtor, provided such visits do not unreasonably interfere with the operations of Debtor, and to discuss the affairs, finances and accounts of Debtor with the principal financial officers of Debtor, all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To execute at such reasonable times and deliver to as often as Secured Party financing statements may reasonably request. Secured Party shall have no duty to make any such inspection and shall not incur any liability or obligation or be deemed to have waived any right by reason of not making any such inspection. Debtor shall also furnish Secured Party with the following: (a) within fifteen (15) days after such report is filed, a copy of Debtor's quarterly report to the U.S. Securities and Exchange Commission on Form 10-Q; (b) within fifteen (15) days after such report is filed, a copy of Debtor's annual report to the U.S. Securities and Exchange Commission on Form 10-K; and (c) from time to time, such other information as Secured Party may reasonably request with respect to the Collateral (financial condition and operations of Debtor in numberorder to determine whether the covenants, form, terms and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes provisions of this Security AgreementAgreement have been complied with by Debtor; provided that Debtor shall be allowed a reasonable amount of time in which to deliver respond to Secured Party at its any such request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, to obtain loss-payable endorsements in favor of from Secured Party. f. To keep (d) from time to time, such other information as Secured Party may reasonably request with respect to the Collateral in good financial condition and keep crops operations of Debtor in order to determine whether the covenants, terms and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course provisions of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations this Agreement have been madecomplied with by Debtor; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event provided that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document be allowed a reasonable amount of time in which to respond to any such request from Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. 4.1 Debtor agrees: ------------------ a. To pay hereby agrees to execute and deliver immediately upon the request of Secured Party all amounts payable on the note mentioned is this Security Agreement and all any UCC-1 financing statements, UCC-3 amendments, assignments or continuation statements, or other obligations of Debtor held documents, instruments, or other notices prepared by Secured Party on or before the date when due and payableappropriate under applicable law, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreement, and in respect of any other loan security interest created pursuant to this Agreement. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such lien or security agreement between interest in the Collateral, Debtor and shall, at Secured Party; 's cost and expense, cause the same to pay all obligations required under be re-recorded and/or refiled at the terms of this Security Agreement. b. To use proceeds of all loans for time and in the purposes agreed on. c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, to obtain loss-payable endorsements in favor of its agents, representatives and designees. Debtor hereby designates Secured Party, its agents, representatives and designees as the agents and attorneys-in-fact, coupled with an interest, for Secured Party to sign such financing statements, and any continuations, assignments, re-recordings and/or re-filings thereof, on behalf of Debtor. f. To 4.2 Debtor shall at its own expense and at all times keep the Collateral in good condition insured against fire, theft and keep crops and farm products in an unmanufactured state; to attend to and care all other risks which the Collateral may be subject, for the Collateralfull replacement value thereof; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify shall name Secured Party when those preparations have been madeas a loss payee under such insurance policies; keep the crops separate and always capable of being identified; promptly give shall provide to Secured Party a certificate of insurance evidencing such coverage. Each such policy shall state that it cannot be cancelled without thirty (30) days' prior written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To . If Debtor shall fail to insure the Collateral as required by this Section , then Secured Party may, but shall not be required to, procure or renew or extend such insurance and Debtor agrees to reimburse Secured Party for all costs and expensesexpenses thereof. 4.3 Debtor will at all times keep accurate and complete records of the Collateral, including legal fees incurred and will pay before delinquency any and all taxes, governmental charges or assessments now or hereafter imposed on the Collateral. 4.4 Except as otherwise allowed in this Agreement or approved in advance by Secured Party Party, Debtor shall refrain from (i) making, causing or permitting any sale, conveyance, distribution or transfer of any of the Collateral other than a sale of Inventory in connection the ordinary course of business in a bona fide arm's length transaction for market value, without the express consent of Secured Party, which consent shall not be unreasonably withheld; (ii) after the date hereof mortgaging, pledging, subjecting to lien or otherwise encumbering any item of the Collateral without the express written consent of Secured Party; (iii) allowing any policies of insurance obtained with respect to the loan from Secured Party Collateral to lapse, terminate or be reduced in scope or amount; (iv) failing to maintain the Collateral in its present condition, ordinary wear and tear excepted; (v) allowing any liens to be assessed against the Collateral after the date of this Agreement as a result of the Debtor's failure to pay in a timely manner any amounts in respect of the Collateral including all taxes with respect thereto; or (vi) materially violating any applicable Federal, state or local laws that affect the Collateral.

Debtor’s Covenants. The Debtor agrees: ------------------covenants that it shall: a. To pay Secured Party (a) from time to time and at all amounts payable on reasonable times allow the note mentioned is this Security Agreement and all other obligations of Debtor held by Secured Party on or before the date when due and payable, whether at maturity, by acceleration, or otherwise; to perform all terms of the note and this Security Agreement, and of any other loan or security agreement between Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, by or through any of its officers, agents, attorneys, or accountants, to obtain loss-payable endorsements in favor of Secured Party. f. To keep the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for examine or inspect the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops obtain valuations and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value audits of the Collateral, at the ability of Debtor's expense (up to $2,500 per year), wherever located. The Debtor or shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Secured Party may require to dispose of vest in and assure to the Secured Party its rights hereunder and in or to the Collateral, or and the rights and remedies of Secured Party in relation to the Collateralproceeds thereof, including, but not limited to, waivers from landlords, warehousemen and mortgagees; (b) keep the levy Collateral in good order and repair at all times and immediately notify the Secured Party of any legal process against event causing a material loss or decline in value of the Collateral whether or not covered by insurance and the adoption amount of such loss or depreciation; (c) only use or permit the Collateral to be used in accordance with all applicable federal, state, country and municipal laws and regulations; (d) deliver to the Secured Party (I) quarterly unaudited financial statements, prepared in accordance with generally accepted accounting principals, within 45 calendars after each March 31, June 30, September 30 and December 31 during the period the Obligations remain outstanding and (ii) audited financial statements, prepared in accordance with generally accepted accounting principals, within 90 calendar days after the end of each fiscal year during the period the Obligations remain outstanding. (e) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any marketing orderCollateral is maintained at a location in a flood hazard zone) as the Secured Party may require, arrangementin such form, in such amount, for such period and written by such companies as may be satisfactory to the Secured Party in its sole discretion. The policies of all such casualty insurance shall contain a standard Secured Party's Loss Payable Clauses issued in favor of the Secured Party under which all losses thereunder shall be paid to the Secured Party as the Secured Party's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered, canceled or procedure affecting not renewed without at least thirty (30) days prior written notice to the Secured Party and shall insure the Secured Party notwithstanding the act or neglect of the Debtor. Upon demand of the Secured Party, the Debtor shall furnish the Secured Party with duplicate original policies of insurance or such other evidence of insurance as the Secured Party may require. In the event of failure to provide insurance as herein provided, the Secured Party may, at its option, obtain such insurance and the Debtor shall pay to the Secured Party, on demand, the costs thereof. Proceeds of insurance may be applied by the Secured Party to reduce the Obligations or to repair or replace Collateral, whether governmental or otherwiseall in the Secured Party's sole discretion. k. If any collateral is or becomes (f) not, without the subject prior written consent of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to the Secured Party., (I) in addition to the covenants set forth in section 4, sell, assign, transfer or otherwise dispose or grant or suffer a lien against any portion of its assets or properties other than in the ordinary course of business, (ii) make any loans, advances or investments to or with any Person other than in the ordinary course of business, (iii) incur any additional indebtedness, enter into a sale and leaseback transaction or enter into any other financing arrangement other than in the ordinary course of business, (iv) distribute any money or any other assets or property to any shareholder of the Debtor other than payment for reasonable salaries or similar compensation or (v) change in any material respect the business activities in which it is currently engaged; and l. To reimburse (g) within five business days of the Secured Party Party's advancement of funds to Alcon, on behalf of the Debtor, in the amount of $600,000 and evidenced by the certain Promissory Note dated the date hereof from the Debtor for the benefit of the Grantor, pay to Grantor an amount not in excess of $2,500 for all costs out-of-pocket cost and expenses, including legal fees expenses incurred by the Secured Party in connection with such advance, including, without limitation, all filing and search fees, and fees and expenses of the loan from Secured Party to DebtorParty's legal counsel.

Debtor’s Covenants. The Debtor agrees: ------------------covenants that it shall: a. To pay (a) from time to time and at all reasonable times allow the Secured Party all amounts payable on the note mentioned is this Security Agreement and all other obligations of Debtor held by Secured Party on or before the date when due and payable, whether at maturityParty, by accelerationor through any of its officers, agents, attorneys, or otherwise; accountants, to perform all terms examine or inspect the Collateral, and obtain valuations and audits of the note and this Security AgreementCollateral, and of any other loan or security agreement between at the Debtor’s expense, wherever located. The Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To shall do, obtain, make, execute and deliver to all such additional and further acts, things, deeds, assurances and instruments as the Secured Party financing statements may require to vest in and assure to the Secured Party its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen and mortgagees; (b) keep the Collateral in good order and repair at all times and immediately notify the Secured Party of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation; (c) only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and regulations; and (d) have and maintain insurance at all times with respect to the all Collateral against risks of fire (in numberincluding so-called extended coverage), formtheft, sprinkler leakage, and substance satisfactory to Secured Partyother risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) and such additional security documentation as and when the Secured Party may request reasonably require, in such form, in the minimum amount of the outstanding principal of the Loan Agreement and written by such companies as may be reasonably satisfactory to effect the purposes Secured Party. Each such casualty insurance policy shall contain a standard Lender’s Loss Payable Clause issued in favor of this Security Agreement; to deliver to the Secured Party under which all losses thereunder shall be paid to the Secured Party as the Secured Party’s interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to the Secured Party and shall insure the Secured Party notwithstanding the act or neglect of the Debtor. Upon the Secured Party’s demand, the Debtor shall furnish the Secured Party with evidence of insurance as the Secured Party may require. In the event of failure to provide insurance as herein provided, the Secured Party may, at its request financial statementsoption, schedules, lists of property obtain such insurance and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner the Debtor shall pay to the Secured Party, on demand, the cost thereof. Proceeds of insurance may be applied by the Secured Party to reduce the Obligations or to repair or replace Collateral, all in the Secured Party’s sole discretion. d. To defend (e) If any of the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazardsis, at any time, in form and amount satisfactory to the possession of a bailee, Debtor shall promptly notify Secured Party; Party thereof and, if requested by Secured Party, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to obtain loss-payable endorsements in favor Secured Party, that the bailee holds such Collateral for the benefit of Secured Party and shall act upon the instructions of Secured Party. f. To keep , without the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change further consent of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. The Debtor agrees: ------------------warrants, covenants and agrees with the Secured Party as follows: a. To pay Secured Party The Debtor shall perform all amounts payable on of the note mentioned is Debtor’s obligations under this Security Agreement according to its terms. b. The Debtor shall defend the title to the Collateral against any and all other obligations of persons and against all claims. c. The Debtor held by shall at any time and from time to time take such steps as the Secured Party on or before may reasonably request to ensure the date when due continued perfection and payable, whether at maturity, by acceleration, or otherwise; to perform all terms priority of the note Secured Party’s security interest in the Collateral and the preservation of its rights therein. d. The Debtor acknowledges and agrees that this Security AgreementAgreement grants, and is intended to grant, a security interest in the Collateral. If the Debtor is a corporation, limited liability company, limited partnership or other Registered Organization (as that term is defined in Article 9 of any other loan or security agreement between the Uniform Commercial Code as in effect in Connecticut) the Debtor and shall, at its expense, furnish to Secured Party a certified copy of Debtor’s organization documents verifying its correct legal name or, at Secured Party; ’s election, shall permit the Secured Party to obtain such certified copy at Debtor’s expense. From time to time at Secured Party’s election, the Secured Party may obtain a certified copy of Debtor’s organization documents and a search of such Uniform Commercial Code filing offices, as it shall deem appropriate, at Debtor’s expense, to pay all obligations required under verify Debtor’s compliance with the terms of this Security Agreement. b. To use proceeds of all loans for e. The Debtor authorizes the purposes agreed on. c. To execute and deliver to Secured Party financing statements with respect to the Collateral (in number, form, and substance satisfactory to Secured Party) and such additional security documentation as and when Secured Party may request to effect the purposes of this Security Agreement; to deliver to Secured Party at its request financial statements, schedules, lists of property and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner to the Collateral. d. To defend the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazards, in form and amount satisfactory to Secured Party; and, if requested by Secured Party, if the Debtor fails to obtain loss-payable endorsements in favor do so, to do all things required of Secured Party. f. To keep the Collateral in good condition Debtor herein and keep crops and farm products in an unmanufactured state; to attend to and care for charge all expenses incurred by the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; Debtor together with interest thereon, which expenses and to permit Secured Party to inspect all books and records relating interest will be added to the CollateralObligations. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.

Debtor’s Covenants. The Debtor agrees: ------------------covenants that it shall: a. To pay (a) from time to time and at all reasonable times allow the Secured Party all amounts payable on the note mentioned is this Security Agreement and all other obligations of Debtor held by Secured Party on or before the date when due and payable, whether at maturityParty, by accelerationor through any of its officers, agents, attorneys, or otherwise; accountants, to perform all terms examine or inspect the Collateral, and obtain valuations and audits of the note and this Security AgreementCollateral, and of any other loan or security agreement between at the Debtor's expense, wherever located. The Debtor and Secured Party; and to pay all obligations required under the terms of this Security Agreement. b. To use proceeds of all loans for the purposes agreed on. c. To shall do, obtain, make, execute and deliver to all such additional and further acts, things, deeds, assurances and instruments as the Secured Party financing statements may require to vest in and assure to the Secured Party its rights hereunder and in or to the Collateral, and the proceeds thereof, including waivers from landlords, warehousemen and mortgagees; (b) keep the Collateral in good order and repair at all times and immediately notify the Secured Party of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation; (c) only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and regulations; and (d) have and maintain insurance at all times with respect to the all Collateral against risks of fire (in numberincluding so-called extended coverage), formtheft, sprinkler leakage, and substance satisfactory to Secured Partyother risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) and such additional security documentation as and when the Secured Party may request reasonably require, in such form, in the minimum amount of the outstanding principal of the Note and written by such companies as may be reasonably satisfactory to effect the purposes Secured Party. Each such casualty insurance policy shall contain a standard Lender's Loss Payable Clause issued in favor of this Security Agreement; to deliver to the Secured Party under which all losses thereunder shall be paid to the Secured Party as the Secured Party's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to the Secured Party and shall insure the Secured Party notwithstanding the act or neglect of the Debtor. Upon the Secured Party’s demand, the Debtor shall furnish the Secured Party with evidence of insurance as the Secured Party may require. In the event of failure to provide insurance as herein provided, the Secured Party may, at its request financial statementsoption, schedules, lists of property obtain such insurance and accounts, budgets, books and records, forecasts, reports, tax returns, contracts, and other information relating in any manner the Debtor shall pay to the Secured Party, on demand, the cost thereof. Proceeds of insurance may be applied by the Secured Party to reduce the Obligations or to repair or replace Collateral, all in the Secured Party's sole discretion. d. To defend (e) If any of the Collateral against the claims and demands of all persons and entities. e. To insure the Collateral against all hazardsis, at any time, in form and amount satisfactory to the possession of a bailee, Debtor shall promptly notify Secured Party; Party thereof and, if requested by Secured Party, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to obtain loss-payable endorsements in favor Secured Party, that the bailee holds such Collateral for the benefit of Secured Party and shall act upon the instructions of Secured Party. f. To keep , without the Collateral in good condition and keep crops and farm products in an unmanufactured state; to attend to and care for the Collateral; to perform other acts that may be necessary to grow, cultivate, spray, irrigate, cut, harvest, pick, preserve, and protect the crops and farm products according to the best course of husbandry practiced in the vicinity; to prepare crops and farm products for market and promptly notify Secured Party when those preparations have been made; keep the crops separate and always capable of being identified; promptly give Secured Party written notice of any disease to, any destruction of, any depreciation in the value of or any damage to the crops; to maintain the present buildings and improvements on the real property in good condition and repair; to keep in good standing all rights to water; to give Secured Party prompt notice of any damage to the Collateral or to the real property; to permit Secured Party to enter on the real property at reasonable times for the purpose of examining the Collateral; and to permit Secured Party to inspect all books and records relating to the Collateral. g. To immediately pay Secured Party, as part of the secured debt, all amounts, with interest, paid or advanced by Secured Party for (1) taxes, levies, insurance, and repairs to or maintenance of the Collateral; (2) the taking of possession of, disposing of, or preserving of the Collateral after any default described in this Agreement; and (3) attorneys' fees incurred by Secured Party in the enforcement of its rights under this Agreement. h. To notify Secured Party in writing before any change in Debtor's place of business, or if Debtor has or acquires more than one place of business, before any change in Debtor's chief executive office. i. To immediately notify Secured Party of any proposed or actual change further consent of Debtor's name, identity, or legal structure. j. To immediately notify Secured Party in writing when Debtor becomes aware of any event that substantially affects the value of the Collateral, the ability of Debtor or Secured Party to dispose of the Collateral, or the rights and remedies of Secured Party in relation to the Collateral, including, but not limited to, the levy of any legal process against the Collateral and the adoption of any marketing order, arrangement, or procedure affecting the Collateral, whether governmental or otherwise. k. If any collateral is or becomes the subject of any negotiable document of title, including any warehouse receipt or xxxx of lading, Debtor shall deliver that document to Secured Party. l. To reimburse Secured Party for all costs and expenses, including legal fees incurred by Secured Party in connection with the loan from Secured Party to Debtor.