Common use of The Equipment Clause in Contracts

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Note, on all of the property described below (hereinafter, the “Equipment”). All fisheries unloading, processing holding and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, its operations and regardless of the Equipment’s actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—all together with all associated equipment, machinery, parts, tools, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “Purchase-Money Equipment”). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase money (hereinafter, the “Purchase-Money UCC security interests”); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., and Omega Protein Corporation, agree that none of these corporations will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued) (i) Except for purchase money lien holders, recognize the Government’s senior interest in, and sole rights to, the Equipment or proceeds of the Equipment’s liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Guaranteed Note, on all of the property described below (hereinafter, the “"Equipment”"). ; All fisheries unloading, processing holding processing, holding, and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business 's fisheries operations on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, conduct its fisheries operations and regardless of the Equipment’s 's actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—, all together with all associated equipment, machinery, parts, tools, purse boats, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties property securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “hereinafter "Purchase-Money Equipment”"). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Purchase- Money Equipment second only to the first interests pledged to the lenders of the purchase purchase-money (hereinafter, hereinafter the “"Purchase-Money UCC security interests”"); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s 's second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s 's cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s 's default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., formerly Xxxxxx Protein (USA), Inc., and Omega Protein Corporation, formerly Marine Genetics Corporation, agree that none of these corporations neither corporation will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued): (i) Except for purchase money lien holders, recognize the Government’s 's senior interest in, and sole rights to, the Equipment equipment or proceeds of the Equipment’s 's liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory NoteGuaranteed Notes, on all of the property described below (hereinafter, the “"Equipment”"). ; All fisheries unloading, processing holding processing, holding, and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business 's operations on the properties which secure the Promissory Note Notes and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, conduct its operations and regardless of the Equipment’s 's actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—, all together with all associated equipment, machinery, parts, tools, purse boats, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties securing the Promissory NoteNotes. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “hereinafter "Purchase-Money Equipment”"). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase purchase-money (hereinafter, hereinafter the “"Purchase-Money UCC security interests”"); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s 's second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s 's cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s 's default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., formerly Xxxxxx Protein (USA), Inc., and Omega Protein Corporation, formerly Marine Genetics Corporation, agree that none of these corporations neither corporation will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued): (i) Except for purchase money lien holders, recognize the Government’s 's senior interest in, and sole rights to, the Equipment equipment or proceeds of the Equipment’s 's liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government Senior security interests, evidenced by UCC filings, in the full amount of the Promissory Guaranteed Note, on all of the property described below (hereinafter, the “"Equipment”"). ; All fisheries unloading, processing holding processing, holding, and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business 's fisheries operations on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, its fisheries operations and regardless of the Equipment’s 's actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—, all together with all associated equipment, machinery, parts, tools, purse boats, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties property securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “hereinafter "Purchase-Money Equipment”"). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase purchase-money (hereinafter, hereinafter the “"Purchase-Money UCC security interests”"); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s 's second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED (sufficiently to describe with certainty in the senior security agreement and associated UCC filing. The inventory shall be ) and valued by appraisers acceptable to the Government. The inventory and appraisals shall be , all at the Borrower’s 's cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s 's default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., and Omega Protein Corporation, agree that none of these corporations will enter into any transaction or agreement with any party which will result in that party All other parties having a secured interest in the Equipment unless that party first enters into a written agreement, with shall agree to provisions acceptable to the Government, Government that: Article I, COLLATERAL (continued): (i) Except for purchase money lien holders, recognize Recognize the Government’s 's senior interest in, and sole rights to, the Equipment or the proceeds of the Equipment’s 's liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government our entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Guaranteed Note, on all of the property described below (hereinafter, the “"Equipment”"). ; All fisheries unloading, processing holding processing, holding, and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business 's fisheries operations on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, its fisheries operations and regardless of the Equipment’s 's actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—, all together with all associated equipment, machinery, parts, tools, purse boats, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties property securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “hereinafter "Purchase-Money Equipment”"). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase purchase-money (hereinafter, hereinafter the “"Purchase-Money UCC security interests”"); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Purchase- Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s 's second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s 's cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s 's default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Xxxxxx Protein (USA), Inc., and Xxxxxx Protein, Inc., and Omega Protein Corporation, agree that none of these corporations neither corporation will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued): (i) Except for purchase money lien holders, recognize the Government’s 's senior interest in, and sole rights to, the Equipment equipment or proceeds of the Equipment’s 's liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Note, on all of the property described below (hereinafter, the “"Equipment”"). All fisheries unloading, processing holding and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s 's business on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s 's business premises at any other site at which the Borrower now conducts, or in the future may conduct, its operations and regardless of the Equipment’s 's actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—--all together with all associated equipment, machinery, parts, tools, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “"Purchase-Money Equipment”"). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase money (hereinafter, the “"Purchase-Money UCC security interests”"); and and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s 's second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s 's cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s 's default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., and Omega Protein Corporation, agree that none of these corporations will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued) (i) Except for purchase money lien holders, recognize the Government’s 's senior interest in, and sole rights to, the Equipment or proceeds of the Equipment’s 's liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Note, on all of the property described below (hereinafter, the “Equipment”). All fisheries unloading, processing holding and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, its operations and regardless of the Equipment’s actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stockstock of whatsoever nature, except that equipment used for transport and licensed by the state motor vehicle department; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—all together with all associated equipment, machinery, parts, tools, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “Purchase-Money Equipment”). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase money (hereinafter, the “Purchase-Money UCC security interests”); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., and Omega Protein Corporation, agree that none of these corporations will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued): (i) Except for purchase money lien holders, recognize the Government’s senior interest in, and sole rights to, the Equipment or proceeds of the Equipment’s liquidation; and (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.

The Equipment. The Borrower will provide to the Government security interests, evidenced by UCC filings, in the full amount of the Promissory Note, on all of the property described below (hereinafter, the “Equipment”). All fisheries unloading, processing holding and distribution equipment of whatsoever nature, now or at any time in the future, together with all accessories, improvements, replacements, substitutions, or additions thereto, used for the Borrower’s business on the properties which secure the Promissory Note and any other debt to the Government, or on any other Borrower’s business premises at any other site at which the Borrower now conducts, or in the future may conduct, its operations and regardless of the Equipment’s actual location at any given time. The Equipment shall include, but not be limited to: all forklifts, bobcats, cranes, pallet trucks, lift trucks, and other product or material movement equipment; all trailers, tanks, trucks, or other rolling stock; all fish unloading, transfer, and conveying equipment, all fish processing and fish weighing equipment; all cooling, refrigerating, freezing, and other fish holding equipment (blast freezers, plate freezers, coolers, or other refrigeration equipment); all fish packaging equipment; all fish baskets, totes, tanks, tubs, and other fish holding equipment; all ice makers; all hand and power tools; all inventory and product, subject to lien of credit line lender; and all office equipment—all together with all associated equipment, machinery, parts, tools, or other items of whatsoever nature and whether fixed or unfixed to the aforementioned properties securing the Promissory Note. THIS EXCLUDES ONLY SUCH FIRST UCC SECURITY INTERESTS TO THIRD PARTIES as may be necessary and appropriate to secure credit from such parties for the specific purpose of purchasing specific equipment (hereinafter, the “Purchase-Money Equipment”). In such cases, the Borrower agrees to the following: (a) To give to the Government UCC security interests on the Purchase-Money Equipment second only to the first interests pledged to the lenders of the purchase money (hereinafter, the “Purchase-Money UCC security interests”); and Article I, COLLATERAL (continued) (b) That the amount secured by the Purchase-Money UCC security interests shall not exceed the specific purchase cost of said equipment; and (c) The term of the credit secured to buy the Purchase-Money Equipment (and likewise, the duration of the Purchase-Money UCC security interests) shall not exceed an ordinarily prudent commercial term; and (d) No other Equipment or rights shall be secured by the Purchase-Money UCC security interests; and (e) Upon full repayment of the amounts secured by the Purchase-Money Equipment, as reflected in the Purchase-Money UCC security interests, these interests shall be satisfied and the Government’s second UCC security interest will ascend to first priority. THE EQUIPMENT SHALL BE INVENTORIED sufficiently to describe with certainty in the security agreement and associated UCC filing. The inventory shall be valued by appraisers acceptable to the Government. The inventory and appraisals shall be at the Borrower’s cost and paid before this loan is closed, unless this requirement is specifically waived by the Government. THE UCC SECURITY AGREEMENT SHALL CONTAIN the following provisions: (a) That the Government may enter upon any premises where the Equipment may be located and marshal, secure, protect, and do all things necessary to preserve the Equipment immediately upon the Borrower’s default, but before any judicial action regarding such default; and (b) Such other provisions as the Government deems necessary to accomplish the intent and purpose of the Approval Letter and otherwise protect its interest; and (c) Omega Protein, Inc., and Omega Protein Corporation, agree that none of these corporations will enter into any transaction or agreement with any party which will result in that party having a secured interest in the Equipment unless that party first enters into a written agreement, with provisions acceptable to the Government, that: Article I, COLLATERAL (continued): (i) Except for purchase money lien holders, recognize the Government’s senior interest in, and sole rights to, the Equipment or proceeds of the Equipment’s liquidation; andand Article I, COLLATERAL (continued) (ii) Agree not to interfere in any way with, but instead to cooperate in all reasonable ways with, the Government entering upon any property owned or leased by the Borrower in order to marshal, secure, protect, and do all things necessary to preserve the Equipment.