Common use of Assignor's Covenants Clause in Contracts

Assignor's Covenants. Each Assignor covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceeding.

Assignor's Covenants. Each (a) Assignor hereby covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will causenot, permit, or without in each case obtaining the prior written consent to of Assignee: (i) cancel or terminate or accept a surrender of any amendment Lease other than by its terms or modification to following a default by the LLC Agreement in effect as of the date of this Agreement, or tenant thereunder; (ii) amend, modify or otherwise change any issuance, transferLease so as to decrease the term or reduce the rental due, or discount, compromise or forgive any amounts due, or diminish any Tenant's obligation with regard to the payment of taxes, insurance and other change sums; (iii) permit the payment of rent under any Lease more than thirty (30) days in advance of the due date thereof, or anticipate, encumber or assign the Rents or any part thereof or any interest therein; (iv) release any guarantor or surety of any Tenant's obligations; (v) waive any material default under or material breach of any Lease; or (vi) take any other action in connection with any Lease or any Rent which would materially impair the value of the rights or interests of Assignor or Assignee under or in such Lease. (b) Assignor covenants that Assignor will perform and observe all of the covenants and requirements contained in the ownership of Mortgage and the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor Loan Agreement with respect to the leasing of the Project or any portion thereof, and Assignor further agrees upon request by Assignee from time to time to deliver promptly to Assignee true, complete and correct copies of all Leases (or whichand all modifications, if not paidamendments, could result in an encumbrance upon) riders and addenda to any of the Membership Interests, except Leases) executed after the date hereof. Assignor shall use all reasonable efforts to cause the Tenants to execute and deliver to Assignee (such delivery to be within ten (10) Business Days after requested by Assignor or such longer period provided in such Lease) such certificates as otherwise permitted by to the terms status of the Loan Agreement. In Leases, the event that Assignor shouldrent, for any reason, fail to pay additional rent and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such paymentother charges payable thereunder, and the amounts so paid, together Tenants' and Assignor's compliance with interest thereon the terms thereof as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender Assignee may from time to time request (but not more frequently than once per year so long as no Event of Default exists), such certificates to be in form and substance reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time satisfactory to time reasonably request, Assignee. Assignor shall use its good faith efforts to include in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of each Lease executed after the Membership Interests. In date hereof a clause obligating the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees Tenant thereunder to execute and deliver all such instruments certificates to Assignor and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingits mortgagees.

Assignor's Covenants. Each (a) The Assignor covenants and agrees that the Assignment made hereby and the designation and direction to Borrower hereinabove set forth and consented to by Borrower are irrevocable and that the Assignor will not, while this Assignment is in effect or thereafter until the Obligation Assignor has received from the Bank notice of the termination of this Assignment, take any action which is paid inconsistent with this Assignment, or make or suffer to be made any other assignment, designation or direction of the subject matter hereof, and performed in full: 4.1 No that any such assignment, designation or direction shall be void. The Assignor will causefrom time to time, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as upon request of the date Bank, execute all instruments of this Agreementfurther assurance as the Bank may reasonably specify. (b) The Assignor agrees not to cancel, modify, extend or (ii) in any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by way alter the terms of the Loan Agreement. In Security Agreement or the event that Assignor shouldCompany Note, for any reason, fail not to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, finesanticipate the payments thereunder except as provided therein, or penalties when due (subject to waive, excuse, condone or in any manner release or discharge Borrower from the obligations, covenants, conditions and agreements by Borrower to be performed, including the obligation to make the payments called for thereunder in the manner and at the place and time specified therein; and the Assignor does by these presents expressly release, relinquish and surrender unto the Bank all the Assignor's right, power and authority to cancel, amend, modify or in any way alter the terms or provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, Security Agreement and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingCompany Note.

Assignor's Covenants. Each Assignor covenants and agrees that until the Obligation is paid and performed in full: 4.1 No On a continuing basis, Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably requiremake, execute, acknowledge and deliver, file, and file and record any specific assignment or other instrumentsin the proper filing and recording places, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may be deemed necessary waivers or desirable by Assignee to carry out the intent and consents from purposes of this Assignment, or for assuring and confirming to Assignee the other members grant or perfection of a security interest in all Intellectual Property. Without limiting the generality of the Companyforegoing sentence, Assignor: (a) will not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent; 4.8 Each (b) will, upon the written request of Assignee, use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Intellectual Property; (c) authorizes Assignee in its sole discretion to modify this Assignment without first obtaining Assignor's approval of or signature to such modification by amending Schedule A hereto to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired by Assignor shall perform fully after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which Assignor no longer has or claims any right, title or interest; (d) will, from time to time, upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may specify, and take or cause to be taken such other action and adopt such procedures as Assignee may specify to give notice of or to perfect the security interest in the Intellectual Property intended to be created hereby; (e) will at all obligations imposed upon it by any agreements or instruments times keep at least one complete set of its records concerning all of the Intellectual Property at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Assignee at least 30 days prior written notice thereof; (f) will promptly, following its becoming aware thereof, notify Assignee of the institution of, or any part adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Membership InterestsIntellectual Property; (g) concurrently with the filing of an application for any Intellectual Property, will execute, deliver and record (i) in all places where this Assignment is recorded an appropriate Patent Collateral Assignment and Security Agreement, substantially in the form hereof, with appropriate insertions to the extent of its interest therein, and (ii) such appropriate financing statements as may be necessary in order to perfect and preserve the security interest and assignment granted thereby; (h) will not permit the inclusion in any contract to which it becomes a party of any provisions which could in any way reasonably be expected to impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Intellectual Property acquired under such contracts; (i) will properly maintain the Intellectual Property; (j) will not grant any security interest in any Intellectual Property except in the name of Assignee; (k) except as provided in Section 9 hereof, will not sell, license or contract for sale or otherwise dispose of any Intellectual Property; (l) will, upon any officer of Assignor obtaining knowledge thereof, promptly notify Assignee of any event which materially adversely affects the value of any Intellectual Property, the ability of Assignor or Assignee to dispose of any of the Intellectual Property or the rights and remedies of Assignee in relation thereto including, without limitation, the LLC Agreementlevy of any legal process against any of the Intellectual Property; (m) will, until Assignee exercises its rights to make collection, diligently keep reasonable records respecting the Intellectual Property; (n) will promptly notify Assignee of any suspected infringement of any of the Intellectual Property by any third party and shall maintain in full force of all steps, including the commencement and effect all course of litigation, taken to remedy such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lenderinfringement; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented (o) will apply proper statutory patent notice to all products covered by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingIntellectual Property.

Assignor's Covenants. Each 7.1 Assignor hereby covenants and agrees that until the Obligation is paid and performed in fullas follows: 4.1 No (a) Assignor will cause, permit, shall promptly furnish or consent make available to (i) any amendment or modification Assignee all existing information pertaining to the LLC Agreement Property reasonably requested by Assignee or its representatives to the extent in effect as Assignor’s possession, and shall continue after the Review Period to permit Assignee and its representatives to make inspections and tests of the date Property, including all portions of the buildings, the leased space, and the parking areas subject to Assignee’s covenants set forth in Section 4.1 above and the terms and conditions of the VRSN Lease and the PSA. Assignee expressly acknowledges that Assignor is a tenant of the Property and not the owner, and that Assignor’s ability to provide access or information is limited to what TST, as owner, may allow. (b) At all times prior to Closing, Assignor shall operate within the Property in a manner generally consistent with the manner in which Assignor has been operating within the Property. Assignor shall continue to perform its obligations under the VRSN Lease and other agreements relating to the Property of which it is a party. (c) From the Effective Date through the Closing Date (or earlier termination of this Agreement), Assignor shall not enter into any agreement or (ii) lease, modify or terminate any issuanceagreement, transferlease, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor undertaking with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, Property or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may which will be necessary binding upon Assignee after Closing or appropriate to preserve, protect, and enforce this Agreement under adversely affect the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being Property or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instrumentsAssignee, without the prior express written consent of Lender; and 4.9 Each Assignee, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Assignor shall promptly notify Lender of be permitted to negotiate the Reciprocal Easement Agreement currently under negotiation between Assignor and TST, which Reciprocal Easement Agreement shall be subject to Assignee’s approval, not to be unreasonably withheld, conditioned or delayed. Furthermore, Assignor shall be permitted to negotiate and execute any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this amendment to the Option Agreement or any other Loan Document or documents relating to Assignor’s interest in any property other writing furnished by such than the Property. Assignor to Lender in connection shall consult with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, Assignee concerning any such action or proceedingother agreements.

Assignor's Covenants. Each Assignor covenants Pending Closing From and agrees that after the date of execution of this Agreement and until the Obligation is paid Closing, subject to Section 10.1.1 and performed in full: 4.1 No Assignor will causethe constraints of applicable operating agreements, permit, or consent to ASSIGNOR (i) any amendment or modification shall operate, manage and administer the Property in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the LLC Agreement Property in effect substantially the same manner as of the date before execution of this Agreement, or ; (ii) any issuanceshall not sell, transferdispose of, or encumber the Property with a lien or mortgage (other change than Permitted Encumbrances), the effect of which would be to cause ASSIGNOR's interest in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxesProperty to be less than that set forth on Exhibit A, assessmentsSchedule 6, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor except with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all preferential purchase rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any the sale of Hydrocarbons in the Membership Interestsordinary course of business. In Notwithstanding the eventforegoing, for any reason, that ASSIGNOR shall have no obligation to extend the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner primary term of any of the Membership InterestsLeases from which Hydrocarbons have never been produced or to renew same. From and after the date of execution of this Agreement and until the Closing, subject to Section 10.1.1 and the constraints of applicable operating agreements, ASSIGNOR shall, except for emergency action taken in the face of serious risk to life, property or the environment (i) submit to ASSIGNEE, for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Property that involve individual commitments of more than $25,000 that would be required to be expended by ASSIGNEE after the Effective Date; and (ii) not approve or elect to go nonconsent as to any notesproposed well or plug and abandon or agree to plug and abandon any well without ASSIGNEE's prior written approval. On any matter requiring ASSIGNEE's approval under this Section 10.1, other instrumentsASSIGNEE shall respond within 72 hours from ASSIGNOR's request for approval (or such shorter period of time as may be required by the applicable operating agreement) and failure of ASSIGNEE to respond within such time period shall release ASSIGNOR from the obligation to obtain ASSIGNEE's approval before proceeding on such matter as ASSIGNOR may elect in its sole discretion. ASSIGNEE's sole remedy for ASSIGNOR's breach of its obligations under this Section 10.1 shall be equal to the ASSIGNEE's actual damages, optionsif any, cash distributions, or any other distribution, then such Assignor shall receive not to exceed the same in trust Allocated Value for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members portion of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented Property affected by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingbreach.

Assignor's Covenants. Each The Assignor hereby covenants and agrees that until the Obligation is paid and performed in fullwith NCR as follows: 4.1 No 3.1 upon execution of this Assignment, the Assignor will causeshall forthwith deliver a copy of each Merchant Contract to NCR and, permitin the event that any ATM comprised in the Products is re-located to a different Location, or consent to (i) any amendment or modification to the LLC Agreement in effect as shall promptly notify NCR of the date of this Agreement, or new Location and (iiif not already delivered) any issuance, transfer, or other change in the ownership deliver to NCR a copy of the membership interests in the Companyrelevant Merchant Contract; 4.2 Each 3.2 if an Event of Default occurs, the Assignor will pay and discharge promptly when due shall procure that all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor monies assigned or arising from or in connection with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interestsrights, except as otherwise permitted by the terms title, benefit and interest of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender under each Merchant Contract shall be authorized, but shall not be obligated, promptly paid to pay the same, with full subrogation NCR or as NCR may direct from time to all rights of any Person by reason of such payment, time and the amounts until so paid, together with interest thereon as provided herein, paid shall be added held in trust for NCR's benefit. NCR shall have the right to audit the ObligationAssignor's records from time to time upon request; 4.3 No 3.3 the Assignor will sell, transfer, mortgage, do each and every act or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, thing which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender NCR may from time to time reasonably requirerequire to be done for the purpose of enforcing NCR's rights under each Merchant Contract and this Assignment; 3.4 except in the ordinary course of its business, execute, deliver, file, and record the Assignor will not agree or purport to agree any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect variation to any of the Membership Interests. In the event, for any reason, that the law provisions of any jurisdiction other than Merchant Contract which would have the State effect of Texas becomes or is applicable to the Membership Interestsreducing, or delaying the time for performance of, the Lessee's obligations thereunder; 3.5 the Assignor will perform its obligations under each Merchant Contract and shall use its best endeavours to procure that each Merchant shall perform its obligations under the relevant Merchant Contract and NCR shall be under no obligation of any part thereofkind whatsoever thereunder or be under any liability whatsoever in the event of any failure of the Assignor to perform its obligations thereunder; 3.6 the Assignor will immediately upon execution of this Assignment prepare, each Assignor agrees to execute and deliver all such instruments to NCR in respect of each Merchant Contract an undated Notice and undertakes to do all such other things prepare, execute and deliver to NCR an undated Notice promptly on each occasion that any Products become subject to a Merchant Contract in respect of which a Notice has not previously been delivered to NCR. Such Notices may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, delivered by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent NCR to the amendment or modification Merchants at any time after an Event of such agreements or instruments, without the prior written consent of LenderDefault occurs; and 4.9 Each 3.7 the Assignor shall promptly notify Lender provide to NCR, on the date hereof and thereafter at intervals not exceeding one calendar quarter, the following particulars and information with respect to each ATM comprised in the Products: • ATM serial number • full name of any material adverse change the relevant Merchant • Merchant's address (and the Location, if different) • a copy of the relevant Merchant Contract (if not previously supplied pursuant to this clause 3.7 or clause 3.1) • the number of Cash Machine Transactions (as defined in any material fact or material circumstance warranted or represented the Merchant Contract) carried out during the preceding period with comparisons against previous periods • revenue received by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection TRM from Cash Machine Transactions during the preceding period with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title comparisons against previous periods • fees paid to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceeding.relevant Merchant with comparisons against previous periods

Assignor's Covenants. Each 4.1 The Assignor covenants and agrees that until with the Obligation Assignee that: (a) Despite any act of the Assignor, the Lease is a good, valid and subsisting Lease and the Rent due and payable has been duly paid up to the Effective Date and the covenants and conditions therein contain have been duly observed and performed in full: 4.1 No by the Assignor will cause, permit, or consent to (i) any amendment or modification up to the LLC Agreement in effect as Effective Date. (b) Subject to the consent of the date Landlord as required pursuant to the Lease, the Assignor has good right, full power and absolute authority to assign the Leased Premises and the Lease in the manner aforesaid, according to the true intent and meaning of this Agreement, or free and clear of all liens, mortgages, charges and encumbrances of any kind whatsoever. (iic) any issuanceSubject to the payment of Rent and to the observance and performance of the terms, transfer, or other change covenants and conditions contained in the ownership Lease on the part of the membership interests in Tenant therein to be observed and performed, the Company;Assignee may enter into and upon and hold and enjoy the Leased Premises for the residue of the Term granted by the Lease for its own use and benefit without any interruption by the Assignor or by any Person whomsoever claiming through or under the Assignor. 4.2 Each (d) The Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, andhereafter, at the request and cost of Lenderthe Assignee, shall appear and defend, at promptly execute such Assignor's expense, any such action further assurances in respect of the Lease or proceedingthis (A Agreement or the Leased Premises as the Assignee reasonably requires.

Assignor's Covenants. Each (a) The Assignor covenants and agrees that until the Obligation is paid Assignor's successors and performed in full: 4.1 No Assignor will causeassigns hereby jointly and severally indemnify and hold harmless the Assignee, permitand the Assignee's parents, or consent to (i) subsidiaries and Affiliates, and their respective successors and assigns, and all of their officers, directors, employees, consultants, attorneys, advisors and agents, from and against any amendment or modification to the LLC Agreement in effect as of the date of this Agreementand all Claims, or (ii) any issuanceliabilities, transferjudgments, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxesforfeitures, assessments, forced contributions, governmental chargeslosses, fines, penalties, costs, damages, expenses and any other lawful claimsfees, of every description, payable by such Assignor with respect to including reasonable attorneys' fees (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreementinternally allocated cost of staff counsel) and expert witness fees, and shall maintain in full force and effect all such agreements and instruments, and shall not amend sustained or modifyincurred by the Assignee, or consent the Assignee's parents, subsidiaries or Affiliates, or their respective successors or assigns, or any of their officers, directors, employees, consultants, attorneys, advisors or agents, as a result of, or arising from, or relating to: (i) any material breach or inaccuracy of any representation or warranty made by the Assignor to the amendment Assignee herein; (ii) any material breach by the Assignor of any of the covenants of this Agreement to be performed by the Assignor; (iii) any breach of contract or modification tortious or unlawful acts or omissions of the Assignor with respect to the Loan, the Collateral or any transactions contemplated by the Loan Documents prior to the Closing; (iv) any claim made by any person, organization or association against the Assignee with respect to the Loan, the Loan Documents or the Collateral, from facts occurring prior to the Closing Date; or (v) the Assignor's violation of any law relating to unfair credit collection practices (the Assignor agrees to notify the Assignee, in writing, within five (5) Business Days of notice or knowledge of any such claim, demand or assertion of a violation of such agreements or instruments, without law). (b) Except for the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor remedies set forth in this Agreement Section 7.2 hereof, the Assignee hereby waives any Claim the Assignee might now or in the future have against the Assignor, or any other Loan Document of the Assignor's employees, attorneys, Affiliates, agents or in representatives as a result of this Agreement; provided, however, that this waiver does not include any other writing furnished by such Assignor to Lender Claim the Assignee may have as a result of the Assignor's fraud or willful misconduct in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingthis Agreement.

Assignor's Covenants. Each Assignor covenants and agrees that until the Obligation is paid and performed in fullwith Assignee as follows: 4.1 No Assignor will cause, permit, or consent to (ia) any amendment or modification to That the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the sole ownership of the membership interests entire lessor’s interest in the Company; 4.2 Each Assignor will pay Leases and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penaltiesthe Rents is, and as to future Leases shall be, vested in Assignor, and that Assignor has not, and shall not, perform any acts or execute any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) instruments which might prevent Assignee from fully exercising its rights under any of the Membership Intereststerms, covenants and conditions of this Assignment. (b) That the Leases are and shall be valid and enforceable against the respective lessees thereunder in accordance with their terms and have not been further altered, modified, amended, terminated, cancelled, renewed or surrendered except as previously disclosed in writing to Assignee prior to the execution hereof, nor have any Rents thereunder been collected more than one month in advance nor have any of the terms and conditions thereof been waived in any material manner except as approved in writing by Assignee or as permitted in the Mortgage, except as otherwise permitted that Assignor may without the prior approval of the Assignee, accept surrender of or terminate any Lease following a material default that is uncured by the terms respective lessee. (c) That none of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender Leases shall be authorizedaltered, but modified, amended, terminated, cancelled, extended, renewed or surrendered, nor any term or condition thereof waived, nor shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it subletting by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, lessee thereunder without the prior written consent approval of Lender; and 4.9 Each Assignee, except as permitted in Paragraph 10(d) of the Mortgage. Under no Lease will any Rents be abated (except as permitted in Paragraph 10(b) of the Mortgage) or collected more than one month in advance unless approved in writing by Assignee. Without in any way limiting the requirement of Assignee’s prior written approval hereunder, any sums received by Assignor shall promptly notify Lender in consideration of any material adverse change in termination (or release or discharge of any material fact or material circumstance warranted or represented lessee) of any Lease, if such sum for any Lease exceeds $50,000, shall be held by such Assignee and, provided no Event of Default (as hereinafter defined) exists, made available to Assignor in this Agreement for the payment of tenant improvement costs and leasing commissions to re-let the applicable vacated space or any other Loan Document or portion of the Premises and any such sums received by Assignor shall be held in any other writing furnished trust by Assignor for such Assignor purpose. Any such amounts which are not used to Lender pay tenant improvement costs and leasing commissions in connection with the Membership Interests or re-letting of such space within a reasonable period of time after the Obligationreceipt thereof shall be applied by Assignee, and shall promptly notify Lender without the payment of any claimotherwise applicable Prepayment Premium (as defined in the Note), actionto reduce the then outstanding principal amount of the Indebtedness (as is defined in the Mortgage). (d) That there are no defaults now existing under any of the Leases and there exists no state of facts which, with the giving of notice or proceeding affecting title lapse of time or both, would constitute a default under any of the Leases. (e) That Assignor shall give prompt notice to Assignee of any written notice received by Assignor claiming that a default has occurred under any of the Membership InterestsLeases on the part of the Assignor, together with a complete copy of any such notice, except no such notice is required if the applicable Lease is for 7,500 square feet or less. (f) That Assignor will not permit any Lease to become subordinate to any lien other than the lien of the Mortgage. For any Lease which by its terms does not provide for automatic subordination without the requirement that Assignee grant non-disturbance provisions to Tenant as a condition of the automatic subordination, Assignee shall require the execution of a subordination, non-disturbance and attornment agreement in a form approved by Assignee. (g) That there shall be no merger of the Leases, or any part thereofof them, andby reason of the fact that the same person may acquire or hold directly or indirectly the Leases, at or any of them, as well as the request of Lender, shall appear and defend, at fee estate in the Premises or any interest in such Assignor's expense, any such action or proceedingfee estate.

Assignor's Covenants. Each 6.1 The Assignor covenants hereby agrees and agrees undertakes irrevocably and unconditionally that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of on the date of this AgreementAgreement with reference to the facts and circumstances then existing:- (a) It shall execute, at the cost of the Assignee, such further documents, deeds and writings and to do such further acts, deeds or things as may be necessary or required (iias per the Applicable Law) to carry out and complete the transactions contemplated herein, and in the Transaction Documents, including any issuance, transfer, or other actions that may need to be taken on account of any change in Applicable Law and filing of all requisite forms in this behalf; however, such costs shall relate only to the ownership original documents and shall not include the expenses to be incurred by the employees of the membership interests Assignor Bank in relation to the Companytransaction; 4.2 Each Assignor will pay and discharge promptly when due all taxes(b) it shall, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any at the cost of the Membership InterestsAssignee, except as otherwise permitted by reasonably co-operate with the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests Assignee in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action legal proceedings that may be necessary or desirableincidental to the enforcement of the Loans or the underlying Security Interests, pledges and / or that Lender may from time guarantees and will co-operate in any recovery proceedings with the Assignee through courts or otherwise; (c) it shall make available to time reasonably the Assignee, on request, all evidence (if any available, under the control and possession of the Assignor) required by the Assignee in order to preserveany proceedings and render all assistance as the Assignee may reasonably require, protectprovided that the Assignee shall reimburse the Assignor, and enforce at actuals, all costs incurred by it in this Agreement and to enable Lender to exercise and enforce its rights hereunder regard; (d) it shall, upon the receipt of any payments from any Borrower with respect to any the Loans assigned, as specifically indicated by such Borrower, by way of a negotiable instrument, forthwith, endorse such negotiable instrument in favour of the Membership Interests. In Assignee and hand the eventsame over to the Assignee; and (e) it shall, for any reasonas soon as it is aware, that inform the law Assignee of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner breach of any of the Membership representations or warranties contained in this Agreement. 6.2 The Assignee shall have the sole right of collecting any monies pertaining to the Loans, including the Amounts Due, enforcing the underlying Security Interests, any notespledges and / or guarantees and enforcing payment of all the Loans, other instrumentsin whatever manner it may consider necessary and prudent, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingits absolute discretion.

Assignor's Covenants. Each The Assignor hereby makes the following representations and covenants and agrees that until in favour or the Obligation is paid and performed in fullAssignee: 4.1 No Assignor will cause(a) despite any act of the Assignor, permitthe Lease is a good, or consent to (i) any amendment or modification valid and subsisting Lease and the Rent thereby reserved has been duly paid up to the LLC Agreement in effect as of the date of this Agreement, or Effective Date (ii) subject to any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect adjustments to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by be made pursuant to the terms of the Loan Lease) and the covenants and conditions therein contained have been duly observed and performed by the Assignor up to the Effective Date; (b) the Assignor has good right, full power and absolute authority to assign the Lease of the Premises in the manner aforesaid, according to the true intent and meaning of this Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due ; (c) subject to the provisions payment of Rent and to the observance and performance of the Loan Agreement)terms, then Lender shall covenants and conditions contained in the Lease on the part of the tenant therein to be authorizedobserved and performed, but shall not be obligated, to pay the same, with full subrogation to all rights Assignee may enter into and upon and hold and enjoy the Premises for the residue of the Term granted by the Lease for its own use and benefit without any Person interruption by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to Assignor or by any person whomsoever claiming through or under the ObligationAssignor; 4.3 No (d) the Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably requirehereafter, execute, deliver, file, at the request and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any cost of the Membership Interests. In Assignee, promptly execute such further assurances as the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the CodeAssignee reasonably requires; 4.5 If any Assignor receives, by virtue of being or having been an owner of any (e) the amount of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive deposit being held by the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriateLandlord is $17,893.33; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective (f) the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain Lease is in full force and effect effect, unamended; (g) the Assignor will indemnify and save harmless the Assignee from all such agreements actions, suits, costs, losses, charges, damages, liabilities and instrumentsexpenses arising out of the Assignor's tenancy under the Lease up to the Effective Date. (i) the Landlord's consent herein, and the fact that an inspection was carried out and certain deficiencies enumerated therein, shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with way limit the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, obligation to rectify any such action or proceedingitem identified in the inspection report.

Assignor's Covenants. Each On a continuing basis, the Assignor covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably requiremake, execute, acknowledge and deliver, file, and file and record any specific assignment or other instrumentsin the proper filing and recording places, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may reasonably be deemed necessary waivers or advisable by the Assignee to carry out the intent and consents from purposes of this Assignment, or for assuring and confirming to the other members Assignee the grant or perfection of a security interest in all of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part Patents. Without limiting the generality of the Membership Interests, including, without limitationforegoing sentence, the LLC AgreementAssignor (i) shall not enter into any agreement which would materially impair or conflict with the Assignor's obligations hereunder without the Assignee's prior written consent (which consent shall not be unreasonably withheld); (ii) upon the written request of the Assignee, shall use reasonable efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to the Assignee with respect to the Patents; (iii) shall, from time to time, upon the Assignee's reasonable request, cause its books and records to be marked with such legends or segregated in such manner as the Assignee may reasonably specify, and take or cause to be taken such other action and adopt such procedures as the Assignee may reasonably specify to give notice of or to perfect the security interest in the Patents intended to be created hereby; (iv) shall maintain in full force and effect at all such agreements and instruments, times keep at least one complete set of its records concerning the Patents at its chief executive office or principal place of business as set forth above and shall not amend change the location of its chief executive office or modify, or consent to such records without giving the amendment or modification of such agreements or instruments, without the Assignee at least thirty (30) days' prior written consent notice thereof; (v) shall promptly, following its becoming aware thereof, notify the Assignee of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interestsinstitution of, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expenseadverse determination in, any such action proceeding in the United States Patent and Trademark Office or proceeding.any United States or foreign court regarding the

Assignor's Covenants. Each On a continuing basis and at the request of Assignee, Assignor covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably requiremake, execute, acknowledge and deliver, file, and file and record any specific assignment or other instrumentsin the proper filing and recording places, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may be deemed necessary waivers or advisable by Assignee to carry out the intent and consents from purposes of this Agreement, or for assuring and confirming to Assignee the other members grant or perfection of a security interest in all Collateral. Without limiting the generality of the Company; 4.8 Each foregoing sentence, Assignor (i) shall perform fully not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent; (ii) upon the written request of Assignee, shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Collateral; (iii) authorizes Assignee in its sole discretion to modify this Agreement without first obtaining Assignor's approval of or signature to such modification by amending Schedule A thereof to include a reference to any right, title or interest in any existing U.S. Registration and any U.S. Registration acquired by Assignor after the execution hereof or to delete any reference to any right, title or interest in any U.S. Registration in which Assignor no longer has or claims any right, title or interest; (iv) shall, from time to time upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may reasonably specify, and take or cause to be taken such other action and adopt such procedures as Assignee may reasonably specify to give notice of or to perfect the security interest in the Collateral intended to be created hereby; (v) shall at all obligations imposed upon it by any agreements times keep at least one complete set of its records concerning substantially all of the Trademarks at its chief executive office as set forth above and will not change the location of its chief executive office or instruments concerning all such records without giving Assignee at least thirty (30) days' prior written notice thereof; (vi) shall promptly, following its becoming aware thereof, notify Assignee of the institution of, or any part adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Membership InterestsCollateral; (vii) shall promptly notify Assignee of the filing of an application for registration of any trademark; (viii) shall not permit the inclusion in any contract to which it becomes a party of any provisions which could or might in any way impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Collateral acquired under such contracts; (ix) shall properly maintain and care for the Collateral; (x) shall not grant any security interest in any Collateral (other than Permitted Liens) except in the name of Assignee; (xi) shall not sell, license, or contract for sale or otherwise dispose of any Collateral except as may be permitted by the Credit Agreement; (xii) upon any officer of Assignor obtaining knowledge thereof, shall promptly notify Assignee of any event which materially adversely affects the value of any Collateral, the ability of Assignor or Assignee to dispose of any of the Trademarks or the rights and remedies of Assignee in relation thereto including, without limitation, the LLC Agreementlevy of any legal process against any of the Collateral; (xiii) until Assignee exercises its rights to make collection, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to diligently keep reasonable records respecting the amendment or modification of such agreements or instruments, without the prior written consent of LenderCollateral; and 4.9 Each Assignor (xiv) shall promptly notify Lender Assignee of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender suspected infringement of any claimof the Trademarks by any third party and of all steps, actionincluding the commencement and course of litigation, or proceeding affecting title taken to remedy such infringement; and (xv) shall use proper statutory notice in conjunction with each of the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingU.S. Registrations.

Assignor's Covenants. Each 6.1 The Assignor covenants hereby agrees and agrees undertakes irrevocably and unconditionally that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of on the date of this AgreementAgreement with reference to the facts and circumstances then existing:- (a) It shall execute, at the cost of the Assignee, such further documents, deeds and writings and to do such further acts, deeds or things as may be necessary or required (iias per the Applicable Law) to carry out and complete the transactions contemplated herein, and in the Transaction Documents, including any issuance, transfer, or other actions that may need to be taken on account of any change in Applicable Law and filing of all requisite forms in this behalf; however, such costs shall relate only to the ownership original documents and shall not include the expenses to be incurred by the employees of the membership interests Assignor Bank in relation to the Companytransaction; 4.2 Each Assignor will pay and discharge promptly when due all taxes(b) it shall, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any at the cost of the Membership InterestsAssignee, except as otherwise permitted by reasonably co-operate with the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests Assignee in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably require, execute, deliver, file, and record any specific assignment or other instruments, financing statements, certificates, or papers, and take any other action legal proceedings that may be necessary or desirableincidental to the enforcement of the Loans or the underlying Security Interests, pledges and / or that Lender may from time guarantees and will co-operate in any recovery proceedings with the Assignee through courts or otherwise; (c) it shall make available to time reasonably the Assignee, on request, all evidence (if any available, under the control and possession of the Assignor) required by the Assignee in order to preserveany proceedings and render all assistance as the Assignee may reasonably require, protectprovided that the Assignee shall reimburse the Assignor, and enforce actual, all costs incurred by it in this Agreement and to enable Lender to exercise and enforce its rights hereunder regard; (d) it shall, upon the receipt of any payments from any Borrower with respect to any the Loans assigned, as specifically indicated by such Borrower, by way of a negotiable instrument, forthwith, endorse such negotiable instrument in favour of the Membership Interests. In Assignee and hand the eventsame over to the Assignee; and (e) it shall, for any reasonas soon as it is aware, that inform the law Assignee of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner breach of any of the Membership representations or warranties contained in this Agreement. 6.2 The Assignee shall have the sole right of collecting any monies pertaining to the Loans, including the Amounts Due, enforcing the underlying Security Interests, any notespledges and / or guarantees and enforcing payment of all the Loans, other instrumentsin whatever manner it may consider necessary and prudent, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, all necessary waivers and consents from the other members of the Company; 4.8 Each Assignor shall perform fully all obligations imposed upon it by any agreements or instruments concerning all or any part of the Membership Interests, including, without limitation, the LLC Agreement, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to the amendment or modification of such agreements or instruments, without the prior written consent of Lender; and 4.9 Each Assignor shall promptly notify Lender of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender of any claim, action, or proceeding affecting title to the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingits absolute discretion.

Assignor's Covenants. Each On a continuing basis and at the request of Assignee, Assignor covenants and agrees that until the Obligation is paid and performed in full: 4.1 No Assignor will cause, permit, or consent to (i) any amendment or modification to the LLC Agreement in effect as of the date of this Agreement, or (ii) any issuance, transfer, or other change in the ownership of the membership interests in the Company; 4.2 Each Assignor will pay and discharge promptly when due all taxes, assessments, forced contributions, governmental charges, fines, penalties, and any other lawful claims, of every description, payable by such Assignor with respect to (or which, if not paid, could result in an encumbrance upon) any of the Membership Interests, except as otherwise permitted by the terms of the Loan Agreement. In the event that Assignor should, for any reason, fail to pay and discharge promptly any taxes, assessments, forced contributions, governmental charges, fines, or penalties when due (subject to the provisions of the Loan Agreement), then Lender shall be authorized, but shall not be obligated, to pay the same, with full subrogation to all rights of any Person by reason of such payment, and the amounts so paid, together with interest thereon as provided herein, shall be added to the Obligation; 4.3 No Assignor will sell, transfer, mortgage, or otherwise encumber any Membership Interests in any manner without first obtaining the written consent of Lender, which consent may be withheld in Lender's sole and absolute discretion. Any written consent to any such sale, mortgage, transfer, or encumbrance shall not be construed to be a waiver of this provision in respect of any subsequent proposed sale, mortgage, transfer, or encumbrance; 4.4 Each Assignor will, at his expense and in such manner and form as Lender may from time to time reasonably requiremake, execute, acknowledge and deliver, file, and file and record any specific assignment or other instrumentsin the proper filing and recording places, financing statements, certificates, or papers, and take any other action that may be necessary or desirable, or that Lender may from time to time reasonably request, in order to preserve, protect, and enforce this Agreement and to enable Lender to exercise and enforce its rights hereunder with respect to any of the Membership Interests. In the event, for any reason, that the law of any jurisdiction other than the State of Texas becomes or is applicable to the Membership Interests, or any part thereof, each Assignor agrees to execute and deliver all such instruments and to do all such other things that may be necessary or appropriate to preserve, protect, and enforce this Agreement under the law of such other jurisdiction, to at least the same extent that this Agreement would be protected under the Code; 4.5 If any Assignor receives, by virtue of being or having been an owner of any of the Membership Interests, any notes, other instruments, options, cash distributions, or any other distribution, then such Assignor shall receive the same in trust for the benefit of Lender, shall immediately notify Lender of such receipt, and shall immediately take all such actions and execute all such documents as Lender deems necessary or appropriate; 4.6 Each Assignor will notify Lender in writing prior to any change of such Assignor's address; 4.7 Each Assignor shall cause to be obtained any and all waivers and consents necessary to make effective the assignment, transfer, and conveyance contained in SECTION 2.1, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as may be deemed necessary waivers or advisable by Assignee to carry out the intent and consents from purposes of this Agreement, or for assuring and confirming to Assignee the other members grant or perfection of a security interest in all Collateral. Without limiting the generality of the Company; 4.8 Each foregoing sentence, Assignor (i) shall perform fully not enter into any agreement which would or might in any way impair or conflict with Assignor's obligations hereunder without Assignee's prior written consent; (ii) upon the written request of Assignee, shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest to Assignee with respect to the Collateral; (iii) authorizes Assignee in its sole discretion to modify this Agreement without first obtaining Assignor's approval of or signature to such modification by amending Schedule A thereof to include a reference to any right, title or interest in any existing U.S. Registration and any U.S. Registration acquired by Assignor 70 after the execution hereof or to delete any reference to any right, title or interest in any U.S. Registration in which Assignor no longer has or claims any right, title or interest; (iv) shall, from time to time upon Assignee's request, cause its books and records to be marked with such legends or segregated in such manner as Assignee may reasonably specify, and take or cause to be taken such other action and adopt such procedures as Assignee may reasonably specify to give notice of or to perfect the security interest in the Collateral intended to be created hereby; (v) shall at all obligations imposed upon it by any agreements times keep at least one complete set of its records concerning substantially all of the Trademarks at its chief executive office as set forth above and will not change the location of its chief executive office or instruments concerning all such records without giving Assignee at least thirty (30) days' prior written notice thereof; (vi) shall promptly, following its becoming aware thereof, notify Assignee of the institution of, or any part adverse determination in, any proceeding in the United States Patent and Trademark Office or any United States or foreign court regarding Assignee's claim of ownership in any of the Membership InterestsCollateral; (vii) shall promptly notify Assignee of the filing of an application for registration of any trademark; (viii) shall not permit the inclusion in any contract to which it becomes a party of any provisions which could or might in any way impair or prevent the creation of a security interest in Assignor's rights and interest in any property included within the definition of the Collateral acquired under such contracts; (ix) shall properly maintain and care for the Collateral; (x) shall not grant any security interest in any Collateral (other than Permitted Liens) except in the name of Assignee; (xi) shall not sell, license, or contract for sale or otherwise dispose of any Collateral except as may be permitted by the Credit Agreement; (xii) upon any officer of Assignor obtaining knowledge thereof, shall promptly notify Assignee of any event which materially adversely affects the value of any Collateral, the ability of Assignor or Assignee to dispose of any of the Trademarks or the rights and remedies of Assignee in relation thereto including, without limitation, the LLC Agreementlevy of any legal process against any of the Collateral; (xiii) until Assignee exercises its rights to make collection, and shall maintain in full force and effect all such agreements and instruments, and shall not amend or modify, or consent to diligently keep reasonable records respecting the amendment or modification of such agreements or instruments, without the prior written consent of LenderCollateral; and 4.9 Each Assignor (xiv) shall promptly notify Lender Assignee of any material adverse change in any material fact or material circumstance warranted or represented by such Assignor in this Agreement or any other Loan Document or in any other writing furnished by such Assignor to Lender in connection with the Membership Interests or the Obligation, and shall promptly notify Lender suspected infringement of any claimof the Trademarks by any third party and of all steps, actionincluding the commencement and course of litigation, or proceeding affecting title taken to remedy such infringement; and (xv) shall use proper statutory notice in conjunction with each of the Membership Interests, or any part thereof, and, at the request of Lender, shall appear and defend, at such Assignor's expense, any such action or proceedingU.S. Registrations.