SECURITY AGREEMENT
THIS AGREEMENT, dated as of February 9, 2006, is made by and between
Interpharm Holdings, Inc., a Delaware corporation (the "Debtor"), and ▇▇▇▇▇
Fargo Bank, National Association (the "Secured Party"), acting through its ▇▇▇▇▇
Fargo Business Credit operating division.
Pursuant to a Credit and Security Agreement of even date herewith
(as the same may be amended, supplemented or restated from time to time, the
"Credit Agreement"), the Secured Party may extend credit accommodations to
Interpharm, Inc., a New York corporation (the "Borrower").
As a condition to extending credit to the Borrower, the Secured
Party has required the execution and delivery of the Debtor's Guaranty of even
date herewith, guaranteeing the payment and performance of all obligations of
the Borrower arising under or pursuant to the Credit Agreement (the "Guaranty").
As a further condition to extending credit to the Borrower under the
Credit Agreement, the Secured Party has required the execution and delivery of
this Agreement by the Debtor.
ACCORDINGLY, in consideration of the mutual covenants contained in
the Credit Agreement and herein, the parties hereby agree as follows:
1. Definitions. All terms defined in the recitals hereto and the
Credit Agreement that are not otherwise defined herein shall have the meanings
given them in the recitals and the Credit Agreement. All terms defined in the
UCC and not otherwise defined herein have the meanings assigned to them in the
UCC. In addition, the following terms have the meanings set forth below or in
the referenced Section of this Agreement:
"Accounts" means all of the Debtor's accounts, as such term is
defined in the UCC, including each and every right of the Debtor to the
payment of money, whether such right to payment now exists or hereafter
arises, whether such right to payment arises out of a sale, lease or other
disposition of goods or other property, out of a rendering of services,
out of a loan, out of the overpayment of taxes or other liabilities, or
otherwise arises under any contract or agreement, whether such right to
payment is created, generated or earned by the Debtor or by some other
person who subsequently transfers such Person's interest to the Debtor,
whether such right to payment is or is not already earned by performance,
and howsoever such right to payment may be evidenced, together with all
other rights and interests (including all Liens) which the Debtor may at
any time have by law or agreement against any account debtor or other
obligor obligated to make any such payment or against any property of such
account debtor or other obligor; all including but not limited to all
present and future accounts, contract rights, loans and obligations
receivable, chattel papers, bonds, notes and other debt instruments, tax
refunds and rights to payment in the nature of general intangibles.
"Collateral" means, whether now owned or existing or hereafter
acquired or arising or in which the Debtor now has or hereafter acquires
any rights, all of the Debtor's Accounts, chattel paper, deposit accounts,
documents, Equipment, General Intangibles, goods, instruments, Inventory,
Investment Property, letter-of-credit rights, letters of credit, all sums
on deposit in any Collateral Account, and any items in any Lockbox;
together with (i) all substitutions and replacements for and products of
any of the foregoing; (ii) in the case of all goods, all accessions; (iii)
all accessories, attachments, parts, equipment and repairs now or
hereafter attached or affixed to or used in connection with any goods;
(iv) all warehouse receipts, bills of lading and other documents of title
now or hereafter covering such goods; (v) all collateral subject to the
Lien of Secured Party; (vi) any money, or other assets of the Debtor that
now or hereafter come into the possession, custody, or control of the
Secured Party; and (vi) proceeds of any and all of the foregoing.
"Equipment" means all of the Debtor's equipment, as such term is
defined in the UCC, whether now owned or hereafter acquired, including but
not limited to all present and future machinery, vehicles, furniture,
fixtures, manufacturing equipment, shop equipment, office and
recordkeeping equipment, parts, tools, supplies, and including
specifically the goods described in any equipment schedule or list
herewith or hereafter furnished to the Lender by the Debtor.
"Event of Default" has the meaning given in Section 6.
"General Intangibles" means all of the Debtor's general intangibles,
as such term is defined in the UCC, whether now owned or hereafter
acquired, including all present and future Intellectual Property Rights,
customer or supplier lists and contracts, manuals, operating instructions,
permits, franchises, the right to use the Debtor's name, and the goodwill
of the Debtor's business.
"Intellectual Property Rights" means all actual or prospective
rights arising in connection with any intellectual property or other
proprietary rights, including all rights arising in connection with
copyrights, patents, service marks, trade dress, trade secrets,
trademarks, trade names or mask works.
"Inventory" means all of the Debtor's inventory, as such term is
defined in the UCC, whether now owned or hereafter acquired, whether
consisting of whole goods, spare parts or components, supplies or
materials, whether acquired, held or furnished for sale, for lease or
under service contracts or for manufacture or processing, and wherever
located.
"Investment Property" means all of the Debtor's investment property,
as such term is defined in the UCC, whether now owned or hereafter
acquired, including but not limited to all securities, security
entitlements, securities accounts, commodity contracts, commodity
accounts, stocks, bonds, mutual fund shares, money market shares and U.S.
Government securities.
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"Lien" means any security interest, mortgage, deed of trust, pledge,
lien, charge, encumbrance, title retention agreement or analogous
instrument or device, including the interest of each lessor under any
capitalized lease and the interest of any bondsman under any payment or
performance bond, in, of or on any assets or properties of a Person,
whether now owned or hereafter acquired and whether arising by agreement
or operation of law.
"Obligations" means each and every debt, liability and obligation of
every type and description which the Debtor may now or at any time
hereafter owe to the Secured Party, whether such debt, liability or
obligation now exists or is hereafter created or incurred and whether it
is or may be direct or indirect, due or to become due, or absolute or
contingent, including without limitation all obligations under the
Guaranty.
"Permitted Liens" means (i) the Security Interest, (ii) covenants,
restrictions, rights, easements and minor irregularities in title which do
not materially interfere with the Debtor's business or operations as
presently conducted, and (iii) Liens in existence on the date hereof and
described on Exhibit C hereto.
"Security Interest" has the meaning given in Section 2.
"UCC" means Uniform Commercial Code as in effect from time to time
in the State of New York.
2. Security Interest. The Debtor hereby grants the Secured Party a
security interest (the "Security Interest") in the Collateral to secure payment
of the Obligations.
3. Representations, Warranties and Agreements. The Debtor hereby
represents, warrants and agrees as follows:
(a) Title. The Debtor (i) has absolute title to each item of
Collateral in existence on the date hereof, free and clear of all Liens
except the Permitted Liens, (ii) will have, at the time the Debtor
acquires any rights in Collateral hereafter arising, absolute title to
each such item of Collateral free and clear of all Liens except Permitted
Liens, (iii) will keep all Collateral free and clear of all Liens except
Permitted Liens, and (iv) will defend the Collateral against all claims or
demands of all Persons other than the Secured Party and the holders of
Permitted Liens. The Debtor will not sell or otherwise dispose of the
Collateral or any interest therein, outside the ordinary course of
business, without the prior written consent of the Secured Party.
(b) Chief Executive Office; Identification Number. The Debtor's
chief executive office and principal place of business is located at the
address set forth under its signature below. The Debtor's federal employer
identification number and organization identification number is correctly
set forth under its signature below.
(c) Location of Collateral. As of the date hereof, the tangible
Collateral is located only in the states and at the address, as identified
on Exhibit A attached hereto. The Debtor will not permit any tangible
Collateral to be located in any state (and, if county filing is required,
in any county) in which a financing statement covering such Collateral is
required to be, but has not in fact been, filed in order to perfect the
Security Interest.
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(d) Changes in Name, Constituent Documents, Location. The Debtor
will not change its name, business address, or jurisdiction of
organization, without the prior written consent of the Secured Party. The
Debtor will not amend its Constituent Documents in a manner that would
cause a Material Adverse Effect (as such term is defined in the Credit
Agreement) on the Debtor.
(e) Fixtures. The Debtor will not permit any tangible Collateral to
become part of or to be affixed to any real property without first
assuring to the reasonable satisfaction of the Secured Party that the
Security Interest will be prior and senior to any Lien then held or
thereafter acquired by any mortgagee of such real property or the owner or
purchaser of any interest therein. If any part or all of the tangible
Collateral is now or will become so related to particular real estate as
to be a fixture, the real estate concerned and the name of the record
owner are accurately set forth in Exhibit B hereto.
(f) Rights to Payment. Each right to payment and each instrument,
document, chattel paper and other agreement constituting or evidencing
Collateral is (or will be when arising, issued or assigned to the Secured
Party) the valid, genuine and legally enforceable obligation, subject to
no defense, setoff or counterclaim (other than those arising in the
ordinary course of business), of the account debtor or other obligor named
therein or in the Debtor's records pertaining thereto as being obligated
to pay such obligation. The Debtor will neither agree to any material
modification or amendment nor agree to any forbearance, release or
cancellation of any such obligation, and will not subordinate any such
right to payment to claims of other creditors of such account debtor or
other obligor.
(g) Commercial Tort Claims. Promptly upon knowledge thereof, the
Debtor will deliver to the Secured Party notice of any commercial tort
claims it may bring against any Person, including the name and address of
each defendant, a summary of the facts, an estimate of the Debtor's
damages, copies of any complaint or demand letter submitted by the Debtor,
and such other information as the Secured Party may request. Upon request
by the Secured Party, the Debtor will grant the Secured Party a security
interest in all commercial tort claims it may have against any Person.
(h) Miscellaneous Covenants. The Debtor will:
(i) keep all tangible Collateral in good repair, working order
and condition, normal depreciation excepted, and will, from time to
time, replace any worn, broken or defective parts thereof;
(ii) promptly pay all taxes and other governmental charges
levied or assessed upon or against any Collateral or upon or against
the creation, perfection or continuance of the Security Interest;
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(iii) at all reasonable times during ordinary business hours,
permit the Secured Party or its representatives to examine or
inspect any Collateral, wherever located, and to examine, inspect
and copy the Debtor's books and records pertaining to the Collateral
and its business and financial condition and to send and discuss
with account debtors and other obligors requests for verifications
of amounts owed to the Debtor;
(iv) keep accurate and complete records pertaining to the
Collateral and pertaining to the Debtor's business and financial
condition and submit to the Secured Party such periodic reports
concerning the Collateral and the Debtor's business and financial
condition as the Secured Party may from time to time reasonably
request;
(v) promptly notify the Secured Party of any loss of or
material damage to any Collateral or of any adverse change, known to
the Debtor, in the prospect of payment of any sums due on or under
any instrument, chattel paper, or account constituting Collateral;
(vi) if the Secured Party at any time so requests (after the
occurrence of an Event of Default), promptly deliver to the Secured
Party any instrument, document or chattel paper constituting
Collateral, duly endorsed or assigned by the Debtor;
(vii) at all times keep all tangible Collateral insured
against risks of fire (including so-called extended coverage),
theft, collision (in case of Collateral consisting of motor
vehicles) and such other risks and in such amounts as the Secured
Party may reasonably request, with any such policies containing a
lender loss payable endorsement acceptable to the Secured Party;
(viii) from time to time authorize or execute such financing
statements as the Secured Party may reasonably require in order to
perfect the Security Interest and, if any Collateral consists of a
motor vehicle, execute such documents as may be required to have the
Security Interest properly noted on a certificate of title;
(ix) pay when due or reimburse the Secured Party on demand for
all costs of collection of any of the Obligations and all other
out-of-pocket expenses (including in each case all reasonable
attorneys' fees) incurred by the Secured Party in connection with
the creation, perfection, satisfaction, protection, defense or
enforcement of the Security Interest or the creation, continuance,
protection, defense or enforcement of this Agreement or any or all
of the Obligations, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings;
(x) authorize, execute, deliver or endorse any and all
instruments, documents, assignments, security agreements and other
agreements and writings which the Secured Party may at any time
reasonably request in order to secure, protect, perfect or enforce
the Security Interest and the Secured Party's rights under this
Agreement; and
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(xi) not use or keep any Collateral, or permit it to be used
or kept, for any unlawful purpose or in violation of any federal,
state or local law, statute or ordinance.
(i) Secured Party's Right to Take Action. The Debtor authorizes the
Secured Party to file from time to time where permitted by law, such
financing statements against collateral described as "all personal
property" as the Secured Party deems necessary or useful to perfect the
Security Interest. The Debtor will not amend any financing statements in
favor of the Secured Party except as permitted by law. Further, if the
Debtor at any time fails to perform or observe any agreement contained in
Section 3(h), and if such failure continues for a period of ten (10) days
after the Secured Party gives the Debtor written notice thereof (or, in
the case of the agreements contained in clauses (vii) and (viii) of
Section 3(h), immediately upon the occurrence of such failure, without
notice or lapse of time), the Secured Party may (but need not) perform or
observe such agreement on behalf and in the name, place and stead of the
Debtor (or, at the Secured Party's option, in the Secured Party's own
name) and may (but need not) take any and all other actions which the
Secured Party may reasonably deem necessary to cure or correct such
failure (including, without limitation the payment of taxes, the
satisfaction of security interests, liens, or encumbrances, the
performance of obligations under contracts or agreements with account
debtors or other obligors, the procurement and maintenance of insurance,
the execution of financing statements, the endorsement of instruments, the
qualification and licensing of the Debtor to do business in any
jurisdiction, and the procurement of repairs or transportation); and,
except to the extent that the effect of such payment would be to render
any loan or forbearance of money usurious or otherwise illegal under any
applicable law, the Debtor shall thereupon pay the Secured Party on demand
the amount of all moneys expended and all costs and expenses (including
reasonable attorneys' fees) incurred by the Secured Party in connection
with or as a result of the Secured Party's performing or observing such
agreements or taking such actions, together with interest thereon from the
date expended or incurred by the Secured Party at the highest rate then
applicable to any of the Obligations. To facilitate the performance or
observance by the Secured Party of such agreements of the Debtor, the
Debtor hereby irrevocably appoints (which appointment is coupled with an
interest) the Secured Party, or its delegate, as the attorney-in-fact of
the Debtor with the right (but not the duty) from time to time to create,
prepare, complete, execute, deliver, endorse or file, in the name and on
behalf of the Debtor, any and all instruments, documents, financing
statements, applications for insurance and other agreements and writings
required to be obtained, executed, delivered or endorsed by the Debtor
under this Section 3 and Section 4.
4. Rights of Secured Party. At any time and from time to time, after
alleging the occurrence of an Event of Default, the Secured Party may take any
or all of the following actions:
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(a) Account Verification. The Secured Party may at any time and from
time to time send or require the Debtor to send requests for verification
of accounts or notices of assignment to account debtors and other
obligors. The Secured Party may also at any time and from time to time
telephone account debtors and other obligors to verify accounts.
(b) Collateral Account. The Secured Party may establish a collateral
account for the deposit of checks, drafts and cash payments made by the
Debtor's account debtors. If a collateral account is so established, the
Debtor shall promptly deliver to the Secured Party, for deposit into said
collateral account, all payments on Accounts and chattel paper received by
it. All such payments shall be delivered to the Secured Party in the form
received (except for the Debtor's endorsement where necessary). Until so
deposited, all payments on Accounts and chattel paper received by the
Debtor shall be held in trust by the Debtor for and as the property of the
Secured Party and shall not be commingled with any funds or property of
the Debtor. All deposits in said collateral account shall constitute
proceeds of Collateral and shall not constitute payment of any Obligation.
Unless otherwise agreed in writing, the Debtor shall have no right to
withdraw amounts on deposit in any collateral account.
(c) Lockbox. The Secured Party may, by notice to the Debtor, require
the Debtor to direct each of its account debtors to make payment directly
to a special lockbox to be under the control of the Secured Party. The
Debtor hereby authorizes and directs the Secured Party to deposit all
checks, drafts and cash payments received in said lockbox into the
collateral account established as set forth above.
(d) Direct Collection. The Secured Party may notify any account
debtor, or any other Person obligated to pay any amount due, that such
chattel paper, Account, or other right to payment has been assigned or
transferred to the Secured Party for security and shall be paid directly
to the Secured Party. At any time after the Secured Party or the Debtor
gives such notice to an account debtor or other obligor, the Secured Party
may (but need not), in its own name or in the Debtor's name, demand, ▇▇▇
for, collect or receive any money or property at any time payable or
receivable on account of, or securing, any such chattel paper, Account, or
other right to payment, or grant any extension to, make any compromise or
settlement with or otherwise agree to waive, modify, amend or change the
obligations (including collateral obligations) of any such account debtor
or other obligor.
5. Assignment of Insurance. The Debtor hereby assigns to the Secured
Party, as additional security for the payment of the Obligations, any and all
moneys (including but not limited to proceeds of insurance and refunds of
unearned premiums) due or to become due under, and all other rights of the
Debtor under or with respect to, any and all policies of insurance covering the
Collateral, and the Debtor hereby directs the issuer of any such policy to pay
any such moneys directly to the Secured Party. After the occurrence of an Event
of Default, the Secured Party may (but need not), in its own name or in the
Debtor's name, execute and deliver proofs of claim, receive all such moneys,
endorse checks and other instruments representing payment of such moneys, and
adjust, litigate, compromise or release any claim against the issuer of any such
policy.
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6. Events of Default. Each of the following occurrences shall
constitute an event of default under this Agreement (herein called "Event of
Default"): (i) an Event of Default shall occur under the Credit Agreement; or
(ii) the Debtor shall fail to pay any or all of the Obligations when due or (if
payable on demand) on demand; or (iii) the Debtor shall fail to observe or
perform any covenant or agreement herein binding on it.
7. Remedies upon Event of Default. Upon the occurrence of an Event
of Default and at any time thereafter, the Secured Party may exercise any one or
more of the following rights and remedies: (i) by notice to the Debtor, declare
all unmatured Obligations to be immediately due and payable, and the same shall
thereupon be immediately due and payable, without presentment or other notice or
demand; (ii) exercise and enforce any or all rights and remedies available upon
default to a secured party under the UCC, including but not limited to the right
to take possession of any Collateral, proceeding without judicial process or by
judicial process (without a prior hearing or notice thereof, which the Debtor
hereby expressly waives), and the right to sell, lease or otherwise dispose of
any or all of the Collateral, and in connection therewith, the Secured Party may
require the Debtor to make the Collateral available to the Secured Party at a
place to be designated by the Secured Party which is reasonably convenient to
both parties, and if notice to the Debtor of any intended disposition of
Collateral or any other intended action is required by law in a particular
instance, such notice shall be deemed commercially reasonable if given (in the
manner specified in Section 9) at least ten (10) days prior to the date of
intended disposition or other action; (iii) exercise or enforce any or all other
rights or remedies available to the Secured Party by law or agreement against
the Collateral, against the Debtor or against any other Person or property. The
Secured Party is hereby granted a nonexclusive, worldwide and royalty-free
license to use or otherwise exploit all Intellectual Property Rights owned by or
licensed to the Debtor that the Secured Party deems necessary or appropriate to
the disposition of any Collateral.
8. Other Personal Property. Unless at the time the Secured Party
takes possession of any tangible Collateral, or within seven days thereafter,
the Debtor gives written notice to the Secured Party of the existence of any
goods, papers or other property of the Debtor, not affixed to or constituting a
part of such Collateral, but which are located or found upon or within such
Collateral, describing such property, the Secured Party shall not be responsible
or liable to the Debtor for any action taken or omitted by or on behalf of the
Secured Party with respect to such property.
9. Notices; Requests for Accounting. All notices and other
communications hereunder shall be in writing and shall be (a) personally
delivered, (b) sent by first class United States mail, (c) sent by overnight
courier of national reputation, or (d) transmitted by telecopy, in each case
addressed or telecopied to the party to whom notice is being given at its
address or telecopier number as set forth below its signature or, as to each
party, at such other address or telecopier number as may hereafter be designated
by such party in a written notice to the other party complying as to delivery
with the terms of this Section. All such notices, requests, demands and other
communications shall be deemed to have been given on (i) the date received if
personally delivered, (ii) when deposited in the mail if delivered by mail,
(iii) the date sent if sent by overnight courier, or (iv) the date of
transmission if delivered by telecopy. All requests under Section 9-210 of the
UCC (i) shall be made in a writing signed by an authorized Person, (ii) shall be
personally delivered, sent by registered or certified mail, return receipt
requested, or by overnight courier of national reputation (iii) shall be deemed
to be sent when received by the Secured Party and (iv) shall otherwise comply
with the requirements of Section 9-210. The Debtor requests that the Secured
Party respond to all such requests which on their face appear to come from an
authorized individual and releases the Secured Party from any liability for so
responding. The Debtor shall pay Secured Party the maximum amount allowed by law
for responding to such requests.
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10. Miscellaneous. This Agreement has been duly and validly
authorized by all necessary corporate action. This Agreement does not
contemplate a sale of accounts, or chattel paper. This Agreement can be waived,
modified, amended, terminated or discharged, and the Security Interest can be
released, only explicitly in a writing signed by the Secured Party, and, in the
case of amendment or modification, in a writing signed by the Debtor. A waiver
signed by the Secured Party shall be effective only in the specific instance and
for the specific purpose given. Mere delay or failure to act shall not preclude
the exercise or enforcement of any of the Secured Party's rights or remedies.
All rights and remedies of the Secured Party shall be cumulative and may be
exercised singularly or concurrently, at the Secured Party's option, and the
exercise or enforcement of any one such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other. The Secured
Party's duty of care with respect to Collateral in its possession (as imposed by
law) shall be deemed fulfilled if the Secured Party exercises reasonable care in
physically safekeeping such Collateral or, in the case of Collateral in the
custody or possession of a bailee or other third person, exercises reasonable
care in the selection of the bailee or other third person, and the Secured Party
need not otherwise preserve, protect, insure or care for any Collateral. The
Secured Party shall not be obligated to preserve any rights the Debtor may have
against prior parties, to realize on the Collateral at all or in any particular
manner or order, or to apply any cash proceeds of Collateral in any particular
order of application. This Agreement shall be binding upon and inure to the
benefit of the Debtor and the Secured Party and their respective successors and
assigns and shall take effect when signed by the Debtor and delivered to the
Secured Party, and the Debtor waives notice of the Secured Party's acceptance
hereof. The Secured Party may execute this Agreement if appropriate for the
purpose of filing, but the failure of the Secured Party to execute this
Agreement shall not affect or impair the validity or effectiveness of this
Agreement. A carbon, photographic or other reproduction of this Agreement or of
any financing statement signed by the Debtor shall have the same force and
effect as the original for all purposes of a financing statement. This Agreement
shall be governed by and construed in accordance with the substantive laws
(other than conflict laws) of the State of New York. If any provision or
application of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other provisions or
applications which can be given effect and this Agreement shall be construed as
if the unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the Obligations.
The parties hereto hereby (i) consent to the personal jurisdiction of the state
and federal courts located in the State of New York in connection with any
controversy related to this Agreement; (ii) waive any argument that venue in any
such forum is not convenient, (iii) agree that any litigation initiated by the
Secured Party or the Debtor in connection with this Agreement or the other Loan
Documents may be venued in either the state or federal courts located in New
York, New York; and (iv) agree that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.
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11. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, INTERPHARM HOLDINGS, INC.
acting through its ▇▇▇▇▇ Fargo Business
Credit operating division
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant Vice ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial
President Officer
Address: Address:
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ___________________________
Attention: Portfolio Manager for Employer identification number:
Interpharm, Inc. ▇▇-▇▇▇▇▇▇▇
Employer identification number:
▇▇-▇▇▇▇▇▇▇
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EXHIBIT A
LOCATION OF COLLATERAL
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
EXHIBIT B
LEGAL DESCRIPTION
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(owned by Interpharm Holdings, Inc.)
EXHIBIT C
PERMITTED LIENS
None