JANE E. LAWTON CONSERVATION LOAN PROGRAM SECURITY

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

JANE E. LAWTON CONSERVATION LOAN PROGRAM

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as it may be amended, this “Agreement”) is made as

of this ____ day of ________________________, 202*, by [Borrower] (the “Borrower”), in favor

of the MARYLAND ENERGY ADMINISTRATION, an independent agency of the State of

Maryland (together with its assigns or successors, the “Administration”).

RECITALS

1. Simultaneously with the execution of this Agreement, the Administration will make

a loan to the Borrower in the principal amount not to exceed [Loan Amount] plus applicable

interest thereon (“Loan”).

2. The Loan will be made pursuant to a Loan Agreement dated the date hereof,

between the Administration and the Borrower, as it may be amended (“Loan Agreement”).

3. The Loan is evidenced by the Note issued in favor of the Administration.

4. As a condition to the making of the Loan, the Administration has required that the

Borrower execute this Agreement to secure its Obligations under the Note and the Financing

Documents.

5. All capitalized terms used and not otherwise defined herein shall have the meaning

assigned and set forth under the Loan Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements and covenants

contained herein, and for other good and valuable consideration the receipt and sufficiency of

which are hereby acknowledged, the Borrower and the Administration, intending to be legally

bound, agree as follows:

1. Recitals. The recitals set forth above form an integral and substantive part of the

Agreement and are incorporated herein.

2. Definitions: For the purposes of this Agreement the following terms shall have the

following meanings:

“Borrower’s Obligations” means all existing and future indebtedness and

obligations of the Borrower to the Administration, including the Loan and the Obligations (as

defined in the Loan Agreement)

"Collateral" has the meaning used and set forth in Exhibit B attached hereto and

made a part hereof.

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"Equipment" has the meaning used and set forth in Exhibit B attached hereto and

made a part hereof.

"Project" has the meaning used and set forth in the Loan Agreement.

1.2 Grant of Security Interest. To secure the full and prompt payment and performance

of all of the Obligations, the Borrower hereby pledges and assigns to the Administration, and grants

to the Administration, a continuing security interest in all of the Collateral, wherever located,

whether in the Borrower’s possession or in the possession and control of a third party for the

Borrower’s or the Administration’s account. All of the Borrower’s Books and Records, in addition

to all of the Borrower’s ledger sheets, files, records, books of account, business papers and

documents relating to the Collateral shall, until delivered to or removed by the Administration, be

kept by the Borrower in trust for the Administration.

2. Financing Statement Filing. The Borrower authorizes the Administration to file

financing statements, and any amendments to existing financing statements, covering the

Collateral and all personal property of the Borrower and containing any legends which the

Administration deems necessary or desirable to protect the Administration’s interest in the

Collateral. The Borrower agrees to pay all taxes, fees, and costs (including attorneys’ fees) paid

or incurred by the Administration in connection with the preparation, filing or recordation of

financing statements.

3. Representations and Warranties. The Borrower (to the fullest extent applicable to

its Eligible Borrower status) represents and warrants:

3.1. No Other Financing Statements. No financing statement covering any of

the Collateral is or shall be on file in any public office or land or financing records except for

financing statements in favor of the Administration.

3.2. Ownership of Collateral. The Borrower is the legal and beneficial owner of

all of the Collateral, free and clear of all liens, security interests, and other encumbrances. The

Borrower is and shall remain the sole owner of the Collateral and is able to sell, transfer, pledge

and grant to the Administration a continuing security interest in the Collateral. Each material

document and agreement relating to the Collateral shall be true and correct in all material respects.

All signatures and endorsements of the Borrower that appear on such documents and agreements

shall be genuine, and the Borrower shall have the full capacity to execute those documents and

agreements.

3.3. No Violation of Other Agreements or Contracts. This Agreement and each

of the other Financing Documents (as defined in the Loan Agreement) will not violate any

provisions, or result in a breach, of any existing mortgage, deed of trust, indenture, lease, contract,

or agreement of [Borrower] or affecting its property including the Collateral.

3.4. Borrower’s Name and Addresses. The Borrower’s correct legal name and

each legal or trade name of the Borrower for the previous 12 years is specified on Exhibit A

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attached hereto. The addresses of the Borrower’s executive office and each other place of business

of the Borrower is set forth on Exhibit A (collectively with any other place of business of the

Borrower, the “Borrower’s Facilities”).

3.5. Location of Collateral, etc. The Collateral and the books and records

concerning the Collateral as well as the Books and Records regarding the Project are located at the

Borrower’s Facilities indicated on Exhibit A attached hereto.

3.6. Patents, Trademarks. The Borrower owns or has the right to use all

necessary patents, patent rights, licenses, trademarks, trade names, trade name rights, copyrights

and franchises to conduct its business as now conducted, without any known conflict with any

patent, patent right, license, trademark, trademark rights, trade name right, trade name, copyright

or franchise right of any other person. The Borrower has not received any notices of infringement

or misappropriation from any Person with respect to the patents, trademarks, copyrights, trade

names, trade secrets or licenses which it owns or has a right to use.

3.7. Fixtures. Any Collateral that is a fixture is or will be attached to the real

property described in Exhibit C attached hereto, and the record owner of that real property is

[Name of Property Owner].

4. Covenants. The Borrower covenants that:

4.1. Payment and Performance. The Borrower will pay the Borrower's

Obligations when due and payable and will perform and observe the terms of the Financing

Documents to be performed and observed by the Borrower.

4.2. State of Organization. The Borrower shall not change the Borrower’s state

of organization or the Borrower’s name.

4.3. Amendments to Financing Statements. The Borrower shall not file any

amendments, correction statements, or termination statements concerning the Collateral without

the prior written consent of the Administration.

4.4. Maintenance of Collateral. The Borrower will maintain the Collateral as

required under the Financing Documents and in good order and condition, ordinary wear and tear

excepted, and will use and maintain the Collateral in compliance with all laws and in compliance

with all applicable insurance requirements and regulations. The Borrower will promptly notify

the Administration in writing of any litigation affecting the Collateral which the Borrower knows

or has reason to believe is pending or threatened. The Borrower will promptly pay when due all

taxes, charges, and fees relating to the Collateral and shall defend the Collateral, at the Borrower’s

expense, against all claims and demands of any persons claiming any interest in the Collateral

adverse to the Borrower or the Administration.

4.5. Transfer and Other Liens. The Borrower will not sell, lease, transfer,

exchange, or otherwise dispose of any part of the Collateral without the prior written consent of

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the Administration and will not permit any lien, security interest, or other encumbrance to attach

to any part of the Collateral other than those in favor of the Administration or those permitted by

the Administration in writing.

4.6. Location of Collateral and Books and Records. Except for mobile

equipment and motor vehicles, the Collateral and all books and records pertaining to the Collateral

will be located at one of the Borrower’s Facilities in Maryland. The Borrower will immediately

advise the Administration in writing of the opening of any new place of business and of any

anticipated change in the location of the places where any part of the Collateral or any of the books

and records concerning the Collateral or the Books and Records regarding the Project are kept.

4.7. Inspections of Borrower’s Facilities and Collateral. At all reasonable times

the Administration and its agents and designees shall have full access and the right to enter any of

the Borrower’s Facilities to inspect the Collateral and to audit, check, inspect and make abstracts

and copies from Borrower’s Books and Records or any of its books, records, audits,

correspondence and all other papers relating to its assets and the operation of Borrower’s business

relating to the Project and the Borrower shall pay the reasonable costs of such inspections.

4.8. Financial Statements, Books, and Records. The Borrower will (a) at all

times maintain, in accordance with generally accepted accounting principles or other consistently

applied accounting methods, accurate and complete books and records pertaining to (1) the

operation, business, and financial condition of the Borrower, (2) the Collateral, and (3) any

contracts and collections relating to the Collateral; (b) furnish to the Administration promptly upon

request, and in form and content and at the intervals specified by the Administration, any

information concerning the operation, business, affairs, and financial condition of the Borrower as

the Administration may request; (c) at all reasonable times and without delay, permit the

Administration and its agents to enter any of the Borrower’s Facilities where any books, records,

and other data concerning the Borrower or the Collateral or the Books and Records regarding the

Project may be kept and to examine, audit, inspect, and photocopy any of those books, records,

and other data; (d) furnish to the Administration promptly upon request and in the form and content

specified by the Administration lists of purchasers of inventory, aging of accounts, aggregate cost

or wholesale market value of inventory, schedules of equipment, and other data concerning the

Collateral as the Administration may specify, and (e) mark its books and records in a manner

satisfactory to the Administration so that the Administration's rights in the Collateral will be

shown.

4.9. Insurance. The Borrower shall obtain and continuously maintain insurance

for so long as the Loan remains outstanding in accordance with the requirements set forth in

Exhibit C to the Loan Agreement. The specified insurance shall protect the Collateral against any

risks, in amounts, deductibles, and with companies acceptable to the Administration, and each

policy shall contain an endorsement satisfactory to the Administration (a) naming the

Administration as loss payee and additional insured, and (b) prohibiting the policy from being

cancelled or altered or the Administration from being removed as loss payee without at least 30

days prior written notice to the Administration. In all events, the amounts of insurance coverage

shall conform to prudent business practices and shall be in amounts so that the Borrower will not

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be deemed a co-insurer under applicable insurance laws, policies, or practices. The Borrower

hereby assigns to the Administration and grants to the Administration a continuing security interest

in any proceeds of such policies and authorizes the Administration to adjust or compromise any

loss under those policies and to collect and receive all proceeds. The Borrower authorizes and

directs each insurance company to pay all proceeds directly and solely to the Administration. The

Borrower hereby designates the Administration and its designees as attorney-in-fact of the

Borrower (which appointment is coupled with an interest), irrevocably and with power of

substitution, with authority to execute and endorse in the Borrower’s name all proofs of loss, drafts,

checks, and any other documents necessary to accomplish such collection. Any person making

payments to the Administration under the terms of this section is hereby relieved from any

obligation to see to the application of any sums paid.

After deducting all costs and expenses (including attorneys’ fees) incurred by the

Administration in the collection and handling of the proceeds from any insurance proceeds, the

net proceeds shall be applied as follows: (a) If no Event of Default as defined under § 8 below

currently exists, net proceeds may be applied, at the Borrower’s option, either toward replacing or

restoring the Equipment, in a manner and on terms satisfactory to the Administration, or as a credit

against any of the Borrower’s Obligations, whether matured or unmatured, as determined by the

Administration. In the event that the Borrower elects to replace or restore the Equipment, then net

proceeds shall be deposited in a segregated account of the Borrower subject to the sole order of

the Administration and shall be disbursed by the Administration in the manner and at the times as

the Administration deems appropriate to complete the replacement or restoration. If an Event of

Default occurs at any time before the completion of replacement or restoration, then the

Administration shall have the option to apply all remaining net proceeds either toward replacing

or restoring the Equipment, in a manner and on terms satisfactory to the Administration, or as a

credit against any of the Borrower’s Obligations, whether matured or unmatured, as determined

by the Administration. (b) If an Event of Default occurs prior to the deposit of the net proceeds,

then the Administration may apply the net proceeds either toward replacing or restoring the

Equipment, in a manner and on terms satisfactory to the Administration, or as a credit against any

of the Borrower’s Obligations, whether matured or unmatured, as determined by the

Administration.

The Borrower will cause each insurance company to deliver annually to the Administration

evidence, satisfactory to the Administration, that all required insurance is in effect.

4.10. Assignments. Whenever required by the Administration, the Borrower

shall promptly deliver to the Administration, with all endorsements and assignments required by

the Administration, all instruments, chattel paper, guaranties and the like received by the Borrower

relating to any of the Collateral or proceeds of any of the Collateral. Any assignments are to secure

payment of the Borrower's Obligations and performance under the Financing Documents and do

not constitute a sale of any property to the Administration, whether or not any assignment is in

absolute form.

4.11. Further Assurances. The Borrower will defend its title to the Collateral

against all persons and will, upon request of the Administration, (a) furnish any further assurances

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of title required by the Administration, and (b) obtain, deliver and execute, or cause to be obtained,

delivered and executed, in form and content satisfactory to the Administration, any document

requested by the Administration in order to perfect, preserve, maintain, or continue the perfection

of the Administration's security interest in the Collateral or its priority, including, for example, the

filing of financing statements and other notices and amendments, renewals, continuations, or

terminations of any financing statements or security agreements, and the Borrower shall take any

and all steps and observe such formalities as the Administration may reasonably request, in order

to create, perfect, protect and maintain a valid lien upon any and all of the Collateral. The Borrower

will pay the costs of preparation and filing of any document under this subsection, including any

required recordation or transfer taxes. All charges, expenses and fees the Administration may

incur in doing any of the foregoing, and any local taxes or fees relating thereto, shall be charged

to the Borrower’s account and added to the Obligations, or, at the Administration’s option, shall

be paid to the Administration immediately upon demand.

5. Care of Collateral. The Borrower shall bear all risk of loss of the Collateral. The

Administration shall have no liability or duty, either before or after the occurrence of an Event of

Default, for loss or damage to any part of the Collateral, to collect or enforce any of its rights

against the Collateral, to collect any income accruing on the Collateral, or to preserve rights against

account borrowers or other parties with prior interests in the Collateral. If the Administration

receives any notices requiring action concerning any Collateral in the Administration’s possession,

the Administration shall take reasonable steps to forward those notices to the Borrower. The

Borrower is responsible for responding to notices concerning the Collateral, voting the Collateral,

and exercising rights and options, calls and conversions of the Collateral. The Administration’s

sole responsibility is to take any action reasonably requested by the Borrower in writing; but the

Administration is not required to take any action that, in the Administration’s sole judgment, would

adversely affect the value of the Collateral as security for the Borrower’s Obligations. Regardless

of any instruction from the Borrower, if the Administration determines that action is needed to

preserve and maintain the Collateral, the Borrower authorizes the Administration to take such

actions. Following the occurrence and during the continuation of an Event of Default the

Administration: (a) may at any time take such steps as the Administration deems necessary to

protect the Administration’s interest in and to preserve the Collateral, and (b) shall have, and is

hereby granted, a right of ingress and egress to places where the Collateral is located, and may

proceed over and through any of Borrower’s owned or leased property. All of the Administration’s

expenses of preserving the Collateral shall be charged to the Borrower’s account and added to the

Obligations.

6. Authorization and Power-of-Attorney. The Borrower authorizes and designates the

Administration (which appointment is coupled with an interest), irrevocably and with power of

substitution, to take any action authorized under this Agreement or the Financing Documents,

whether in the name of the Administration or the Borrower. The Borrower hereby also irrevocably

authorizes and directs all accountants and auditors employed by Borrower at any time while the

Loan remains outstanding to exhibit and deliver to the Administration copies of any of Borrower’s

financial statements, trial balances or other accounting records of any sort in the accountant’s or

auditor’s possession, and to disclose to the Administration any information they may have

concerning Borrower’s financial status and business operations.

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7. Performance by Administration. If the Borrower fails to comply with any term of

this Agreement, the Administration, without notice or demand to the Borrower and without

waiving or releasing any of the Borrower's Obligations or any Event of Default, may (but is not

obligated to) perform any act necessary or appropriate to comply with such terms for the account

and at the expense of the Borrower, and may enter upon any of the Borrower’s Facilities for that

purpose. Expenses paid, and costs (including collection fees and expenses) incurred, by the

Administration in connection with the foregoing (collectively, the “Expense Payments”), together

with interest thereon at a per annum rate of interest equal to 12 % per annum from the date the

Administration notifies the Borrower in writing of the Expense Payments, until repaid in full, shall

be paid by the Borrower to the Administration on demand and shall become a part of the

Borrower's Obligations secured under this Agreement.

8. Events of Default. The occurrence of any one or more of the following events shall

constitute an Event of Default under this Agreement:

8.1. The Borrower fails to pay the principal amount of the Loan and any

applicable interest thereon according to the terms of the Note or any other payment required by

any of the Financing Documents, including the Borrower's Obligations and failure to cure such

event within 30 days of written notice to Borrower;

8.2. The Borrower ceases to use the Project for the purposes listed on Exhibit A

to the Loan Agreement, as contemplated in the Loan Agreement, the Application, and the

Commitment Letter for more than 30 days after written notice of default shall have been provided

from the Administration to the Borrower;

8.3. If, for any cause whatsoever, except for strikes, acts of God, or other causes

beyond the reasonable control of the Borrower, the construction of the Project is at any time

discontinued for a period of 30 days, or if the Project, as determined by the Administration, has

not been completed or is not progressing in accordance with the Application and the certified

energy savings contained in the Application;

8.4. Any Loan proceeds are used for any purpose other than Eligible Project

Costs as defined in the Loan Agreement;

8.5. The Borrower breaches any covenant, representation, warranty, or other

provision of any of the other Financing Documents, subject to any applicable cure periods;

8.6 Any statement made in any certificate, report or opinion (including legal

opinions), financial statement, or other document furnished in connection with the Loan was

incorrect in any material respect when made;

8.7 The Borrower breaches any covenant, representation, warranty, or other

provision of this Agreement, which breach is not cured within 30 days from the date the Borrower

receives written notice of the breach from the Administration; provided, however that the

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Borrower shall not receive a 30-day cure period under this subsection for any breach for which

there is a specific default set forth in this section;

8.8 Any change in any zoning ordinance or any other public restriction is

enacted which limits or defines the uses that may be made on any part of the Project, so that the

use of the Project would be in violation of the restriction or zoning change and the Project would

not be useable for a purpose consistent with the Act (as set for the in the Annotated Code of

Maryland State Government Article §9–20A–03) for more than 10 days after written notice of

default shall have been provided from the Administration to the Borrower;

8.9 Any portion of, or interest in, the Project is sold, leased, subleased,

transferred, encumbered, or otherwise conveyed, without the prior written consent of the

Administration;

8.10 The Borrower fails to comply with any requirement of any Governmental

Authority within 30 days after written notice of the requirement is made or within any other time

period set by the Governmental Authority; or if any proceeding is commenced or action taken to

enforce any remedy for a violation of any requirement of a Governmental Authority or any

restrictive covenant affecting any part of the Project;

8.11 A default occurs under the terms of any bond, debenture, note, or other

evidence of indebtedness of the Borrower and remains uncured beyond any applicable grace or

cure period;

8.12 Any court of competent jurisdiction makes a final order:

(i) Adjudicating the Borrower a bankrupt,

(ii) Appointing a trustee or receiver of a substantial part of the property of the

Borrower,

(iii) Approving a petition for, or affecting an arrangement in, bankruptcy, a

reorganization pursuant to federal bankruptcy law, or any other judicial modification or alterations

of the rights of the Administration or of other creditors of the Borrower,

(iv) Assuming custody or sequestering any substantial part of the property of the

Borrower, or

(v) Attaching or garnishing any substantial part of the property of the Borrower;

(vi) Or if the Borrower:

A. Files such petition,

B. Takes or consents to any other actions seeking any such judicial

order,

C. Makes an assignment for the benefit of creditors,

D. Fails to pay debts generally as they become due, or

E. Makes an admission in writing of inability to pay debts generally as

they become due;

8.13 A permanent or preliminary injunction is issued that lasts for more than 90

days, that prohibits the Borrower from using the Project as set forth in the Application and the

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Commitment Letter for more than 10 days after written notice of default shall have been provided

from the Administration to the Borrower;

8.14 Without the prior written consent of the Administration, the Borrower:

(i) Sells or transfers all or substantially all of its business assets,

(ii) Begins any proceeding to dissolve or liquidate,

(iii) Changes the form of business entity through which it presently conducts its

business, or

(iv) Merges or consolidates;

8.15 Without the prior written consent of the Administration, the Borrower is

dissolved by operation of law or in any other manner;

8.16 The Administration makes a good faith determination that a Material

Adverse Change has occurred;

8.17 The Administration makes a good faith determination that the prospect of

payment of any of the Borrower's Obligations is impaired for any reason; or

8.18 An Event of Default occurs under the terms of any of the other Financing

Documents.

9. Rights and Remedies of the Administration.

9.1. Upon the occurrence of an Event of Default, the Administration may,

without notice or demand, exercise in any jurisdiction in which enforcement hereof is sought, the

following rights and remedies, in addition to the rights and remedies available to the

Administration under the other Financing Documents, the Maryland Uniform Commercial Code,

or any other applicable law:

(a) Require the immediate repayment of the entire outstanding principal

indebtedness, together with all accrued interest, under the Note and any Obligations, without

presentment, demand, protest, or notice, all of which the Borrower expressly waives;

(b) At any time proceed to protect and enforce all rights and remedies

available to the Administration under this Agreement or by Law, by any other proceedings,

whether for specific performance of any agreement contained in this Agreement, damages, or other

relief;

Facilities and remove the Collateral without any liability to the Administration, the Borrower

hereby waiving any and all rights to prior notice and to judicial hearing concerning repossession

of the Collateral, and require the Borrower, at the Borrower’s expense, to assemble and deliver the

Collateral to any place designated by the Administration.

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(d) Operate, manage, and control the Collateral (including use of the

Collateral and any other property or assets of the Borrower in order to continue or complete

performance of the Borrower’s obligations under any contracts of the Borrower), or permit any of

the Collateral to remain idle, and collect all rents and revenues therefrom and sell or otherwise

dispose of any of the Collateral upon any terms and conditions as the Administration may

determine, and purchase or acquire any of the Collateral at any such sale or other disposition, all

to the extent permitted by applicable law.

(e) Enforce the Borrower’s rights against any account borrower or

other parties obligated on the Collateral.

9.2. Power of Attorney. Effective upon the occurrence of an Event of Default,

the Borrower hereby designates and appoints the Administration and its designees as attorney-in-

fact of the Borrower, irrevocably and with power of substitution, with authority to endorse the

Borrower’s name on any notes, acceptances, checks, drafts, money orders, instruments or other

evidences of payment or proceeds of the Collateral that may come into the Administration’s

possession; to execute proofs of claim or loss; to adjust and compromise any claims under

insurance policies; and to perform all other acts necessary and advisable to enforce this Agreement

and the other Financing Documents. All acts of the attorney or designee are hereby ratified and

approved by the Borrower and said attorney or designee shall not be liable for any acts of

commission or omission, any error of judgment, or any mistake of fact or law. This power of

attorney is coupled with an interest and is irrevocable so long as any of the Borrower’s Obligations

remain unpaid or unperformed or there exists any commitment by the Administration which could

give rise to any Borrower’s Obligations.

9.3. Notice of Disposition of Collateral and Disclaimer of Warranties. It is

mutually agreed that commercial reasonableness and good faith require the Administration to give

the Borrower no more than 5 days prior written notice of the time and place of any public

disposition of Collateral or of the time after which any private disposition or any other intended

disposition is to be made. It is mutually agreed that it is commercially reasonable for the

Administration to disclaim all warranties which arise with respect to the disposition of the

Collateral.

9.4. Costs and Expenses. The Borrower agrees to pay to the Administration on

demand (a) the amount of all Expenses paid or incurred by the Administration in consulting with

counsel concerning any of its rights hereunder, under the Financing Documents or under applicable

law, (b) all Expenses, including attorneys’ fees and court costs incurred by the Administration in

exercising or enforcing any of its rights under this Agreement, the Financing Documents, or

applicable law, together with interest thereon at a rate of interest equal to 12% per annum from

the date the Administration notifies the Borrower in writing of such costs or expenses incurred,

until repaid in full, and (c) the portion of the Administration’s overhead that the Administration

allocates to collection and enforcement of the Borrower’s Obligations (“Enforcement Costs”).

Any proceeds of sale or other disposition of the Collateral will be applied by the Administration

to the payment of the Enforcement Costs and Expense Payments, and any remaining proceeds will

be applied by the Administration to the payment of the remaining Borrower's Obligations in any

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order and manner elected by the Administration. The provisions of this subsection shall survive

the termination of this Agreement and the Administration’s security interest hereunder and the

payment of all Borrower’s Obligations.

10. Deficiency. If the sale or other disposition of the Collateral fails to fully satisfy the

Borrower's Obligations, the Borrower shall remain liable to the Administration for any deficiency.

11. Remedies Cumulative. Each right and remedy of the Administration set forth in

this Agreement or the other Financing Documents, or now or hereafter existing at law, in equity,

by statute, or otherwise shall be cumulative and concurrent and shall be in addition to every other

right or remedy available to the Administration. The exercise of any right or remedy shall not

preclude the simultaneous or later exercise of any other right or remedy.

12. Waiver. A failure or delay by the Administration to insist upon the strict

performance of any term of this Agreement or the other Financing Documents, or to exercise any

right or remedy for any breach thereof, shall not constitute a waiver of that term or breach and

shall not preclude the Administration from exercising any right or remedy at a later time. By

accepting payment after the due date of any of the Borrower's Obligations, the Administration

shall not be deemed to have waived the right either to require payment when due of all other

Borrower's Obligations or to declare an Event of Default for failure to effect payment of any future

Borrower's Obligations. The Borrower waives presentment, notice of dishonor, and notice of non-

payment with respect to accounts and chattel paper.

13. Miscellaneous.

13.1. The headings of this Agreement are for convenience only and shall not limit

or otherwise affect any of the terms of this Agreement. In the event of any conflict between the

Loan Agreement and this Agreement, the Loan Agreement shall control.

13.2. This Agreement may only be changed, waived, discharged, or terminated

by an instrument in writing signed by the party against whom enforcement is sought.

13.3. This Agreement shall be governed by the laws of the State of Maryland.

Any action instituted against the Borrower under this Agreement or against the Collateral may be

brought in any court of competent jurisdiction located in the State of Maryland.

13.4. This Agreement shall be binding upon the heirs, personal representatives,

successors, and assigns of the Borrower and shall inure to the benefit of the successors and assigns

of the Administration.

13.5. As used in this Agreement, the singular number shall include the plural, the

plural the singular, and the use of the masculine, feminine, or neuter gender shall include all

genders, as the context may require, and the term “person” shall include an individual, a

corporation, an association, a partnership, a trust, and an organization.

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13.6. Unless varied by this Agreement, the Loan Agreement, or the Financing

Documents, all terms used herein which are defined by the Maryland Uniform Commercial Code

shall have the same meanings in this Agreement as assigned to them by the Maryland Uniform

Commercial Code.

13.7. All decisions or determinations which may be made by the Administration

under this Agreement shall be in the sole discretion of the Administration.

13.8. The invalidity of any part of this Agreement shall not affect the validity of

the remaining provisions of this Agreement.

[Signature page to follow]

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

IN WITNESS WHEREOF, the Borrower has caused this Agreement to be executed and

delivered under seal as of the date written below.

WITNESS:

_____________________________

Print Name: ___________________

WITNESS:

_____________________________

Print Name: ___________________

[Borrower]

By: ______________________________(Seal)

Print Name: [Signatory Authority]

Title: [Title]

Date: ____________________________

MARYLAND ENERGY

ADMINISTRATION

By: ______________________________(Seal)

Mary Beth Tung, Director

Date: ___________________________

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

SECURITY AGREEMENT

EXHIBIT A

Address of Borrower

Address of Borrower's President:

Address(es) where Collateral is Address(es) of other place(s)

or is to be located: of business of the Borrower:

N/A

Previous legal or trade

name(s) of the Borrower:

N/A

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

SECURITY AGREEMENT

EXHIBIT B

Collateral

The Collateral shall consist of (i) – (iii) noted as follows:

(i) All equipment and fixtures listed on Attachment B-1 of this Exhibit B, together

with all warranties by third parties relating thereto; all attachments, additions, parts, fittings,

accessories, special tools, accessions, machinery, and equipment now or hereafter affixed thereto

or used in connection therewith; all substitutions and replacements thereof, wherever located,

whether now owned or hereafter acquired (collectively, the "Equipment"); and all books, records

and other property and general intangibles at any time relating to the Equipment.

(ii) All products and proceeds of all of the foregoing, including, without limitation,

insurance proceeds thereof.

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

ATTACHMENT B-1

LIGHTING EQUIPMENT

Material

Quantity

Additional

Quantity

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

MECHANICAL EQUIPMENT

Building

Designa

tion

Qua

ntity

Part

Number

Description

Administration Security Agreement

Draft Version

Lawton Loan #202*-**-L0047

SECURITY AGREEMENT

EXHIBIT C

Project Location

Real Property Description

The property known as [Property Address]