Common use of Covenants of Grantor Clause in Contracts

Covenants of Grantor. (a) Grantor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder. (b) Grantor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in writing: (i) that Bank is authorized to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; (ii) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement.

Covenants of Grantor. In furtherance of the easement granted herein, Grantor covenants on behalf of itself, its successors and assigns, with Grantee, its successors and assigns, such covenants being deemed to run as a binding servitude, in perpetuity, with the land, to do (and refrain from doing) upon the Premises each of the following covenants, each of which contributes to the public good in that each aids significantly in the preservation and protection of the Premises or in the preservation of the historic district in which the Premises are located: (1) Grantor shall not demolish, remove or raze the Improvements or the Facades or any part thereof. (2) Without the express prior written permission of the Grantee, signed by a duly authorized representative thereof, Grantor shall not undertake or permit to be undertaken any construction, maintenance, repair, alteration or remodeling or any other activity on or with respect to the Premises which would not comply with the Standards or would cause the Secretary not to certify the Improvements as being consistent with the historic character of the Premises. [Grantor shall complete the Rehabilitation in accordance with the Standards and the Plans in all material respects, and after completion of the Rehabilitation,] Grantor shall not, without the express prior written permission of Grantee, materially alter in any way the exterior appearance of the Improvements, and specifically, but without limiting the generality of the foregoing, Grantor shall not: (a) increase or decrease the height of the Improvements; (b) adversely affect the structural soundness of the Improvements; (c) make any changes in the Facades, including the alteration, partial removal, remodeling or other physical or structural change with respect to the appearance or construction thereof, including any change in the color, material or surfacing; (d) construct any additions to or extensions of the Improvements; (e) erect or place anything on the Premises or on the Improvements which would prohibit the Facades from being visible from street level, except for temporary structures during any period of approved alteration, restoration, or maintenance of the Improvements; or (f) erect, construct or move anything on the Premises that would encroach on the open land area surrounding the Improvements and interfere with a view of the Facades or be incompatible with the historic or architectural character of the Improvements or the Facades. Notwithstanding the foregoing, Grantor agrees may, with the express prior written permission of the Grantee based on plans and specifications provided by Grantor at Grantor’s expense, undertake any restoration or rehabilitation of the exterior of the Improvements in general: accordance with the Standards if such rehabilitation can be reasonably expected by the Grantee to result in the Secretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, in which the Premises are located. (3) Grantor shall at all times maintain the Premises and the Improvements which are a part of the Premises (including, without limitation, the Facades) in a good and sound state of repair and shall undertake a regular maintenance program to preserve the structural soundness and prevent deterioration of the Improvements. The obligation to maintain the Improvements includes the requirement to replace, rebuild, repair and reconstruct the Facades whenever necessary in accordance with the Standards and to have the exterior surfaces of the Improvements at all times appear to be and actually be the same as the Facades. (4) The Premises shall be used for such purposes as are permissible under the zoning and other general laws of the City of Atlanta, Georgia, as such purposes may be changed from time to time. The Premises shall not be subdivided, nor shall the Premises ever be demised or conveyed other than as a unit, except that the Premises may be made subject to a declaration of condominium. (5) No utility transmission lines or devices, including satellite receiving dishes, other than those existing on the date hereof may be installed on the Premises in a manner as to cause them to be visible by the public from the exterior of the Premises. (6) No dumping of ashes, trash, rubbish or any other unsightly or offensive materials which are visible from public roads or streets shall be permitted on the Premises. (7) Except for those permitted exceptions shown on Exhibit “C” hereto, Grantor warrants to Grantee that no lien or encumbrance that has priority over this Deed and Agreement exists on the Premises as of the date hereof. Grantor shall immediately cause to be satisfied or released any lien or claim of lien that may hereafter come to exist against the Premises which would have priority over any of the rights, title or interest of Grantee hereunder. (8) Any subsequent deed or other legal instrument by which Grantor divests itself of either the fee simple title to or its possessory interest in the Premises, or any part thereof (excluding, however, space leases and licenses to tenants in the ordinary course of Grantor’s business) shall be made subject to the restrictions and agreements contained in this Deed and Agreement. Such restrictions and agreements need not be included verbatim but may be incorporated by reference to this instrument in that deed or instrument. Grantor shall provide Grantee with written notice of any transfer of title to the Premises; provided, however, that failure to give said notice will not affect the easements or rights hereby created. (9) Grantor will not display or place on the Premises signs, billboards, awnings or advertisements, except (i) to pay Indebtedness secured hereby when duesuch plaques or other markers as are appropriate for commemorating the historic importance of the Premises; (ii) such signs or markers as are necessary to indemnify Bank against all losses, claims, demands, liabilities direct and expenses restrict the passage of every kind caused by property subject heretopersons or the parking of vehicles upon said Premises; (iii) to permit Bank to exercise its powersa sign or signs stating the address of the Premises; (iv) to execute and deliver such documents signs or markers as Bank deems are necessary to create, perfect advertise conspicuously the commercial or other use of the Premises; and continue the security interests contemplated hereby; (v) such signs, or markers as are necessary to advertise conspicuously the availability of the Premises for sale or rent, which signs or markers referred to in (i) - (v) of this paragraph shall be in conformity with design approval by the applicable design authority, if any. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to change its nameexceed eight by twelve inches in size, and as applicablemounted flush on the front exterior of the facade, its chief executive officewith design approval by any applicable authority pursuant to established procedure, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Grantor is moving same; history of the building and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement grant of any of its rights hereunderthis preservation easement. (b10) Grantor agrees The Premises shall be landscaped in a manner compatible with regard to the Collateral style and Proceedsperiod of the Improvements. No living trees greater than 12 inches in diameter at a point four feet above the ground within 150 feet of the Improvements shall be removed unless immediate removal is necessary for the protection of any persons coming onto the Premises or of the general public, unless Bank agrees otherwise in writing: for the prevention or treatment of disease, or for the protection and safety of the Improvements. Any tree of the aforementioned size which must be removed shall be replaced within a reasonable time by a new tree of a the same species or, with the express written consent of Grantee, with an alternative species. (i11) that Bank is authorized to file financing statements No grading, excavation or other disturbance of the ground on the Premises shall be undertaken without the prior written approval of Grantee, which approval may be conditioned upon performance of a qualified archeological investigation if, in the name judgment of Grantor to perfect Bank’s security interest in Collateral and Proceeds; (ii) not to permit any lien Grantee, such grading, excavation or disturbance might affect significant archeological resources on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this AgreementPremises.

Covenants of Grantor. (a) Each Grantor agrees in general: covenants and agrees: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank Lender to exercise its powers; rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vii) not to change its name, and or, as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank Lender thirty (30) days prior written notice thereofnotice; and (viiii) not to change the places where Grantor keeps any Collateral or Grantor’s 's records concerning the Collateral and Proceeds without (A) giving Bank Lender 30 days prior written notice of the address to which Grantor is moving same; , and (viiB) delivering to Lender a fully executed Collateral Access Agreement with respect to such location if not owned by Grantor; provided that Collateral Access Agreements shall not be required for (x) trade shows or (y) locations where the value of the Grantor’s assets at such location does not exceed $75,000; and (iv) to cooperate with Bank Lender in perfecting all security interests granted herein by this Agreement and in obtaining such agreements from third parties as Bank Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunderwith regard to Collateral or access to Collateral. (b) Each Grantor agrees with regard to the Collateral and ProceedsCollateral, unless Bank Lender agrees otherwise in writing: : (i) not to use any Collateral for any unlawful purpose or in any way that Bank is authorized would void any insurance required to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; be carried on such Collateral; (ii) not to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies as more particularly set forth in the Credit Agreement; (iii) to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any lien on reasonable time in accordance with the Collateral or Proceeds, except in favor terms of Bank; the Credit Agreement; (iiiiv) not to sell, hypothecate pledge or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest thereinin the Collateral, nor withdraw any funds from any deposit account pledged except sales of Inventory to Bank hereunder; (iv) to keep, buyers in the ordinary course of Grantor's business and except in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and the terms of the Credit Agreement; (v) not to permit Bank to inspect any lien on the same Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and make copies thereof at any reasonable time; Permitted Liens; (vvi) if requested by BankLender, to receive and use reasonable diligence to collect ProceedsAccounts, in trust and as the property of BankLender, and to immediately endorse as appropriate and deliver collections or payments on such Proceeds Accounts or proceeds thereof to Bank Lender daily in the exact form in which they are received together received; (vii) not to commingle Accounts, Proceeds or collections with other property; (viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect; (ix) on Lender’s demand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (x) from time to time, when requested by Lender, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to Lender all Accounts, contracts, leases and other Chattel Paper, Instruments, Documents and other evidences thereof; (xi) to deliver to Lender (i) notice of any Commercial Tort Claim having a claim for damages in excess of $50,000 individually or $200,000 in the aggregatre it may have against any Person, including a detailed description of such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be deemed to be amended to include such description of each such Commercial Tort Claim, and (ii) such documents as Lender may require to grant Lender a security interest in Grantor’s rights in such Commercial Tort Claim; (xii) to deliver to Lender any Instrument, Document or Chattel Paper constituting Collateral with a collection report in form satisfactory value greater than $100,000, duly endorsed or assigned by Grantor to Bank; Lender; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (viixiii) to provide any service and do any other acts which may be reasonably necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and Proceeds saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims; ; (xiv) not to open or establish any Deposit Account, Securities Account, or Commodities Account unless Lender has control of such account as contemplated in the Code; (xv) not to sell any of its Inventory on xxxx and hold, sale or return, sale on approval, or other conditional terms of sale; (xvi) Upon the request of Lender, in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and deliver to Lender one or more Copyright Security Agreements or Patent and Trademark Security Agreements to further evidence Lender’s Lien on such Grantor’s patents, trademarks, or copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby; (xvii) Each Grantor shall have the duty, with respect to Intellectual Property that is necessary in the conduct of such Grantor’s business, to protect and diligently enforce and defend at such Grantor’s expense its Intellectual Property, including (A) to diligently enforce and defend, including promptly suing for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, and filing for opposition, interference, and cancellation against conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or hereafter, (C) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter, (D) to take all reasonable and necessary action to preserve and maintain all of such Grantor’s trademarks, patents, copyrights, Intellectual Property licenses, and its rights therein, including paying all maintenance fees and filing of applications for renewal, affidavits of use, and affidavits of noncontestability, and (viiiE) if to require all employees, consultants, and contractors of each Grantor who were involved in the Collateral creation or Proceeds consists development of securities such Intellectual Property to sign agreements containing assignment to such Grantor of Intellectual Property rights created or developed and so long as no Event obligations of Default exists, to vote said securities and to give consents, waivers and ratifications confidentiality. No Grantor shall abandon any Intellectual Property or Intellectual Property license that is necessary in the conduct of such Grantor’s business. Each Grantor shall take the steps described in this Section with respect theretoto all new or acquired Intellectual Property to which it or any of its Subsidiaries is now or later becomes entitled that is necessary in the conduct of such Grantor’s or Subsidiary’s business. Notwithstanding the foregoing, provided that no vote Grantor shall be cast required to take any action pursuant to this clause Section if such Grantor shall reasonably determine that such action is not desirable in the conduct of the business of such Grantor and that the failure to take such action is not disadvantageous in any material respect to any Grantor or consentto Lender; (xviii) Each Grantor acknowledges and agrees that Lender shall have no duties with respect to any Intellectual Property or Intellectual Property licenses of any Grantor. Without limiting the generality of this Section, waiver or ratification given or action taken which would impair Bank’s interests each Grantor acknowledges and agrees that Lender shall not be under any obligation to take any steps necessary to preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property licenses against any other Person, but Lender may do so at its option from and Proceeds after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrowers and shall be chargeable to the Loan Account; (xix) Each Grantor shall promptly file an application with the United States Copyright Office for any copyright that has not been registered with the United States Copyright Office if such copyright is necessary in connection with the conduct of such Grantor’s business. Any expenses incurred in connection with the foregoing shall be borne by the Loan Parties; and (xx) No Grantor shall enter into any Intellectual Property license to receive any license or be inconsistent with rights in any Intellectual Property of any other Person unless such Grantor has used commercially reasonable efforts to permit the assignment of or violate grant of a Lien in such Intellectual Property license (and all rights of such Grantor thereunder) to Lender (and any provisions transferees of this AgreementLender).

Covenants of Grantor. Grantor hereby agrees: (a) Grantor agrees will perform all acts and execute all documents, including notices of security interest for each relevant type of intellectual property in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all lossesforms suitable for filing with the Patent and Trademark Office or the Copyright Office, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive officesubstantially in the form of Attachment II (appropriately revised) annexed hereto, its principal residence that may be necessary or desirable to record, maintain, preserve, protect and perfect Lender's interest in the jurisdiction Collateral, the Lien granted to Lender in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice the first priority of the address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.Lien; (b) Grantor agrees with regard Except to the Collateral and Proceeds, unless Bank agrees otherwise in writing: extent that Lender shall give its prior written consent, (i) Grantor (either itself or through licensees) will continue to use the Trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated; (ii) Grantor will not do any act or omit to do any act whereby the Patent Registrations may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that Bank is authorized any Patent Registration may become abandoned or dedicated; (iii) Grantor will not do any act or omit to file financing statements in do any act whereby the name Copyrights or Mask Works may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any Copyright or Mask Work may become abandoned or dedicated; and (iv) Grantor to perfect Bank’s will not assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or Lien upon, encumber, grant an exclusive or non-exclusive license, or otherwise dispose of any of the Collateral, and nothing in this Security Agreement shall be deemed a consent by Lender to any such action except as expressly permitted herein; (c) Except as may be expressly limited by the Loan Agreement, Grantor will promptly pay Lender for any and all sums, costs, and expenses which Lender may pay or incur pursuant to the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest and Proceeds; assignments granted hereunder, including all filing or recording fees, court costs, collection charges, travel, and reasonable attorneys' fees and expenses, all of which together with interest at the highest rate then payable on the Obligations shall be part of the Obligations and be payable on demand; (d) Grantor will promptly notify Lender upon the filing, either by Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, Copyright or Mask Work with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) not any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright or Mask Work, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. Upon the request of Lender, Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as Lender may request to permit any lien on evidence Lender's interest in such Patent, Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), Copyright or Mask Work, and Grantor authorizes Lender to amend an original counterpart of the applicable notice of security interest executed pursuant to Subparagraph 4(a) of this Security Agreement without first obtaining Grantor's approval of or signature to such amendment and to record such assignment with the Patent and Trademark Office or Copyright Office, as applicable; (e) Grantor will keep the Collateral or Proceedsfree of all Liens, except in favor of BankLender; (f) Grantor will take all necessary steps in any proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Patents, Trademarks, Copyrights and Mask Works, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that dedication, abandonment or invalidation is permitted hereunder); (g) During the term of the Loan Agreement, Grantor shall (i) make application to the Patent and Trademark Office (and assign such application to Lender as security) to register any material unpatented but patentable inventions developed by Grantor or its employees (within the scope of their employment), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret; (ii) make application to the Patent and Trademark Office to register any registerable but unregistered material Trademarks used by Grantor in connection with its products or services; and (iii) make application to the Copyright Office to register any material unregistered Copyright or Mask Work to which Grantor has rights; (h) Grantor shall (i) use proper statutory notice in connection with its use of the Patents, Trademarks, Copyrights and Mask Works, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material Trade Secrets; (i) Grantor agrees that if it or any Affiliate, learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of any Trademark; (j) Grantor shall maintain with each employee who may have access to the Trade Secrets of Grantor an agreement by which such employee agrees not to selldisclose such Trade Secrets and with each employee who may be the inventor of patentable inventions (invented within the scope of such employee's employment) an invention assignment agreement requiring such employee to assign all rights to such inventions, hypothecate including patents and patent applications, to Grantor and further requiring such employee to cooperate fully with Grantor, its successors in interest, including Lender, and their counsel, in the prosecution of any patent application or otherwise dispose ofin any litigation involving the invention, nor permit whether such cooperation is required during such employee's employment with Grantor or after the transfer by operation termination of law of, any such employment; (k) Grantor shall at all times keep at least one complete set of its records concerning the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, at its chief executive office and shall make such records available for inspection by Lender in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as terms of the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Loan Agreement.

Covenants of Grantor. The Grantor covenants and agrees that so long as the security interest created hereby remains outstanding: (a) The Grantor agrees will deliver to Secured Party each instrument included in general: the Collateral as set forth in Section 2.3. (b) The Grantor will not (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all lossescause, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to or suffer any voluntary or involuntary change in its name, and as applicableidentity or corporate structure, or in the location of its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; and (viii) not to change the places where Grantor keeps keep any tangible Collateral or Grantor’s any records concerning relating to any Claim owned by it, or permit or suffer any such Collateral or records to be moved, to any location other than those specified in Schedule B (except with respect to (i) Inventory in transit in the Collateral and Proceeds without giving Bank prior written notice ordinary course of business, (ii) Inventory temporarily held by contractors or agents in the address to which Grantor is moving same; ordinary course of business, and (viiiii) to cooperate Inventory with Bank an aggregate value of less than One Million Dollars ($1,000,000) held by consignees in perfecting all security interests granted herein the ordinary course of business) unless (in each case) (x) Schedule B has first been appropriately supplemented with respect thereto, and (y) an appropriate financing statement has been filed in the proper office and in obtaining such agreements from third parties as Bank deems necessarythe proper form, proper and all other requisite actions have been taken, to perfect or convenient continue the perfection (without loss of priority) of Secured Party's security interest in connection with the preservation, perfection or enforcement of any of its rights hereunderCollateral. (bc) The Grantor agrees with regard to will defend the Collateral against all claims and Proceedsdemands of all Persons at any time claiming the same or any interest therein unless such interest is permitted hereunder and under the Credit Agreement. (d) The Grantor will not encumber, unless Bank agrees otherwise in writing: (i) that Bank is authorized to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; (ii) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate exchange or otherwise dispose of, nor permit the transfer by operation of law of, any item of the Collateral or Proceeds or any interest therein, nor withdraw or permit or suffer any funds from such item to be encumbered, sold, exchanged or otherwise disposed of, unless (i) such action is permitted at the time under the Credit Agreement and (ii) the Grantor makes all payments on account of the Obligations required to be made therefrom (provided that any deposit account pledged to Bank hereunder; (ivsuch payments made in connection with any Asset Sale permitted under Section 5.3(b)(iii) to keep, in accordance of the Credit Agreement shall be made concurrently with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceedsthe closing of such Asset Sale), and the Grantor and each other Loan Party takes all other actions required to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank be taken in connection therewith, including expenses under the Credit Agreement, this Agreement or any other Loan Document. (e) Secured Party is hereby authorized to file one or more financing statements, and continuations thereof and amendments thereto, relative to all or any part of accountingthe Collateral, correspondencewithout the signature of the Grantor where permitted by law. (f) The Grantor will (i) maintain insurance as required in Section 5.2(g) of the Credit Agreement, collection efforts(ii) give the Lender written notice of any default in the payment of premiums on such insurance policies and at least ten (10) days written notice prior to cancellation of any such policies, filingand (iii) cause the Lender to be named (A) as the principal beneficiary on any key-man life insurance policy, recordingand (B) as an additional insured on a lender's loss payable endorsement, record keeping in a form satisfactory to the Lender for any other such insurance policies. (g) Secured Party may at any time (but shall not be obligated to) (i) perform any of the obligations of the Grantor under this Agreement if the Grantor fails to perform such obligation within 30 days (or, in the case of insurance, within 10 days) after written demand by Secured Party and expenses incidental thereto; (viiii) to provide make any service payments and do any other acts which it may deem reasonably necessary or desirable to protect its security interest in the Collateral, including, without limitation, the right to pay, purchase, contest or compromise any Lien that attaches or is asserted against any Collateral (other than Liens permitted under Section 5.3(a) of the Credit Agreement), to procure insurance required to be necessary provided by the Grantor under the Credit Agreement, and to keep all Collateral the extent the Grantor is required hereunder or under the Credit Agreement to do so, to appear in and Proceeds free and clear of all defensesdefend any action or proceeding relating to the Collateral, rights of offset and counterclaims; and (viii) if the Collateral Grantor fails to make such payments or Proceeds consists perform such acts within 30 days after written demand by Secured Party, and the Grantor will promptly reimburse Secured Party for all payments made by Secured Party in doing so, together with interest thereon at the rate then applicable under the Credit Agreement to the Advances, and all costs and expenses related thereto as set forth in Section 8.10 hereof. (h) Grantor shall give Secured Party prompt notice of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests any adverse material change in the Collateral composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Grantor in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Grantor and Proceeds Secured Party or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral. (i) Grantor shall register or cause to be inconsistent registered (to the extent not already registered) with the United States Patent and Trademark Office or violate any provisions the United States Copyright Office, as applicable, those intellectual property rights listed below its name on Exhibits A, B and C to the Intellectual Property Security Agreement delivered to Secured Party by Grantor in connection with this Agreement within thirty (30) days of the date of this Agreement. Grantor shall register or cause to be registered with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, those additional United States Copyrights, Trademarks, Patents or maskworks developed or acquired by Grantor from time to time in connection with any product prior to the sale or licensing of such product to any third party, including without limitation revisions or additions to the intellectual property rights listed below its name on such Exhibits A, B and C but excluding Copyrights or Trademarks with respect to advertising. (j) Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless the Grantor in good faith determines that such actions are not

Covenants of Grantor. (a) The Grantor agrees in general: : (i) to pay Indebtedness Obligations secured hereby by this Agreement when due; ; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank Collateral Agent to exercise its powers; and (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (viiii) not to change the places where the Grantor keeps any Collateral or the Grantor’s records concerning the Collateral and Proceeds without giving Bank the Collateral Agent 30 days’ prior written notice of the address to which the Grantor is moving samesame and a fully executed collateral access agreement with respect thereto if such location is not owned by the Grantor; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.and (b) The Grantor agrees with regard to the Collateral and ProceedsCollateral, unless Bank the Collateral Agent agrees otherwise in writing: : (i) not to use any Collateral for any unlawful purpose or in any way that Bank is authorized would void any insurance required to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; be carried on such Collateral; (ii) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, complete and accurate records regarding all Collateral and ProceedsCollateral, and to permit Bank the Collateral Agent to inspect the same and make copies thereof at any reasonable time; ; (viii) if requested by Bankthe Collateral Agent, to receive and use reasonable diligence to collect ProceedsAccounts, in trust and as the property of BankLender, and to immediately endorse as appropriate and deliver such Proceeds Accounts to Bank the Collateral Agent daily in the exact form in which they are received together received; (iv) not to commingle Accounts, Proceeds or collections with a collection report other property; (v) to give only normal allowances and credits and to advise the Collateral Agent thereof immediately in form satisfactory to Bank; writing if they affect any Accounts in any material respect; (vi) on demand, to deliver to the Collateral Agent returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as the Collateral Agent may reasonably request for the purpose of perfecting, preserving and enforcing its Security Interest in such returned property; (vii) from time to time, when requested by the Collateral Agent, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to the Collateral Agent all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof; (viii) to deliver to the Collateral Agent notice of any Commercial Tort Claim it may bring against any person or entity, including a detailed description of such Commercial Tort Claim, together with such documents as the Collateral Agent may require to grant the Collateral Agent a security interest in the event Bank elects Grantor’s rights therein; (ix) to receive payments of Proceeds hereunderdeliver to the Collateral Agent any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Grantor to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; the Collateral Agent; (viix) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and Proceeds saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims; and ; (viiixi) if not to withdraw any funds from any Deposit Account pledged to the Collateral Agent pursuant to this Agreement except for Grantor’s principal operating account and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or Proceeds consists for employees of securities the Grantor or any of its Subsidiaries; and (xii) not to consign any of its Inventory or sell any of its Inventory on xxxx and so long as no Event hold, sale or return, sale on approval, or other conditional terms of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreementsale.

Covenants of Grantor. (a) Grantor agrees in general: covenants and agrees: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank Lender to exercise its powers; rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vii) not to change its name, and or, as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank Lender 30 days’ prior written notice thereofnotice; and (viiii) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without (A) giving Bank Lender 30 days’ prior written notice of the address to which such Grantor is moving same; , and (viiB) delivering to Lender a fully executed Collateral Access Agreement with respect to such location if not owned by Grantor; and (iv) to cooperate with Bank Lender in perfecting all security interests granted herein by this Agreement and in obtaining such agreements from third parties as Bank Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunderwith regard to Collateral or access to Collateral. (b) Grantor agrees with regard to the Collateral and Proceedsagrees, unless Bank Lender agrees otherwise in writing: : (i) not to use any Collateral for any unlawful purpose or in any way that Bank is authorized would void any insurance required to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; be carried on such Collateral; (ii) not to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender; (iii) to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any lien on the Collateral or Proceeds, except in favor of Bank; reasonable time; (iiiiv) not to sell, hypothecate pledge or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest thereinin the Collateral, nor withdraw any funds from any deposit account pledged except sales of Inventory to Bank hereunder; buyers in the ordinary course of Grantor’s business or as otherwise expressly permitted by the Credit Agreement; (ivv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and not to permit Bank to inspect any Lien on the same Collateral, including, without limitation, Liens arising from the storage of Inventory, except for Liens in favor of Lender and make copies thereof at any reasonable time; Permitted Liens; (vvi) if requested by BankLender and required pursuant to the terms of the Credit Agreement, to receive and use reasonable diligence to collect ProceedsAccounts, in trust and as the property of BankLender, and to immediately endorse as appropriate and deliver collections or payments on such Proceeds Accounts or proceeds thereof to Bank Lender daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; received; (vii) not to provide any service and do commingle Accounts, Proceeds or collections with other property of any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and Person; (viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect; (ix) on Lender’s demand, (A) to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts as required by the Collateral Credit Agreement or Proceeds consists upon the occurrence and during the continuance of securities and so long as no an Event of Default existsand (B) to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (x) from time to time when requested by Lender, to vote said securities prepare and deliver a schedule of all Collateral subject to give consentsthis Agreement and to, waivers subject to the terms of this Agreement and ratifications with respect theretoeach other Loan Document assign in writing and deliver to Lender all Accounts, provided that no vote contracts, leases and other Chattel Paper, Instruments, Documents and other evidences thereof; (xi) to deliver to Lender (A) notice of any Commercial Tort Claim it may have against any Person, including a detailed description of such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be cast or consentdeemed to be amended to include such description of each such Commercial Tort Claim, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreement.and

Covenants of Grantor. (a) The Grantor agrees in general: : (i) to pay Indebtedness Obligations secured hereby by this Agreement when due; ; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank Collateral Agent to exercise its powers; and (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (viiii) not to change the places where the Grantor keeps any Collateral or the Grantor’s records concerning the Collateral and Proceeds without giving Bank the Collateral Agent 30 days’ prior written notice of the address to which the Grantor is moving samesame and a fully executed collateral access agreement with respect thereto if such location is not owned by the Grantor; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.and (b) The Grantor agrees with regard to the Collateral and ProceedsCollateral, unless Bank the Collateral Agent agrees otherwise in writing: : (i) not to use any Collateral for any unlawful purpose or in any way that Bank is authorized would void any insurance required to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; be carried on such Collateral; (ii) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keep, in accordance with generally accepted accounting principlesGenerally Accepted Accounting Principles, complete and accurate records regarding all Collateral and ProceedsCollateral, and to permit Bank the Collateral Agent to inspect the same and make copies thereof at any reasonable time; ; (viii) if requested by Bankthe Collateral Agent, to receive and use reasonable diligence to collect ProceedsAccounts, in trust and as the property of BankLender, and to immediately endorse as appropriate and deliver such Proceeds Accounts to Bank the Collateral Agent daily in the exact form in which they are received together received; (iv) not to commingle Accounts, Proceeds or collections with a collection report other property; (v) to give only normal allowances and credits and to advise the Collateral Agent thereof immediately in form satisfactory to Bank; writing if they affect any Accounts in any material respect; (vi) on demand, to deliver to the Collateral Agent returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as the Collateral Agent may reasonably request for the purpose of perfecting, preserving and enforcing its Security Interest in such returned property; (vii) from time to time, when requested by the Collateral Agent, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to the Collateral Agent all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof; (viii) to deliver to the Collateral Agent notice of any Commercial Tort Claim it may bring against any person or entity, including a detailed description of such Commercial Tort Claim, together with such documents as the Collateral Agent may require to grant the Collateral Agent a security interest in the event Bank elects Grantor’s rights therein; dms.us.52791508.04 (ix) to receive payments of Proceeds hereunderdeliver to the Collateral Agent any instrument, document or chattel paper constituting Collateral, duly endorsed or assigned by the Grantor to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; the Collateral Agent; (viix) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and Proceeds saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims; and ; (viiixi) if not to withdraw any funds from any Deposit Account pledged to the Collateral Agent pursuant to this Agreement except for Grantor’s principal operating account and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or Proceeds consists for employees of securities the Grantor or any of its Subsidiaries; and (xii) not to consign any of its Inventory or sell any of its Inventory on xxxx and so long as no Event hold, sale or return, sale on approval, or other conditional terms of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreementsale.

Covenants of Grantor. So long as this Agreement is in effect, Grantor covenants that it will not, without the Buyer's prior written approval: (a) Grantor agrees in generalCreate or incur, assume or suffer to exist any indebtedness, obligation or liability, whether matured or unmatured, liquidated or unliquidated, direct or contingent, joint or several, except for: (i) to pay Indebtedness secured hereby when dueindebtedness evidenced by the Loan Agreement of May 20, 1997; and (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses indebtedness (other than for borrowed money) incurred in the ordinary course of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) business not to change its name, and as applicable, its chief executive office, its principal residence or exceed Twenty Five Thousand Dollars ($25,000.00) in the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps aggregate at any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunderone time. (b) Grantor agrees with regard Create, assume or suffer to exist, directly or indirectly, any security interest, mortgage, deed of trust, pledge, lien, charge or other encumbrance, of any nature whatsoever upon any of its properties or assets, now owned or hereafter as acquired, excluding, however, from the Collateral and Proceeds, unless Bank agrees otherwise in writing: operation of this covenant: (i) that Bank is authorized to file financing statements in the name of Grantor to perfect Bank’s any security interest in Collateral or lien created pursuant to the Loan Agreement ("Loan Agreement") dated as of May 20, 1997 between Grantor and Proceeds; Paxsxx; (ii) liens for taxes or assessments either not delinquent or the validity of which are being contested in good faith by appropriate legal or administrative proceedings and as to permit any lien which adequate reserves shall have been set aside on the Collateral or Proceeds, except in favor of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (iv) to keepits books, in accordance conformity with generally accepted accounting principles; (iii) materialmen's, complete mechanics', carriers', workmen's, repairmen's, warehousemen's or other like liens arising in the ordinary course of business and accurate records regarding all Collateral either not yet due and Proceedspayable or being contested in good faith by appropriate legal proceedings and as to which adequate reserves shall have been set aside on its books, and in conformity with generally accepted accounting principles; (iv) deposits or pledges to permit Bank to inspect the same and make copies thereof at any reasonable timesecure payment of workers' compensation, unemployment insurance or other social security benefits or obligations; or (v) if requested by Bankany judgment lien, to receive unless the judgment it secures shall not, within thirty (30) days after the entry thereof, have been discharged, vacated, reversed, or execution thereof stayed pending appeal, or shall not have been discharged, vacated or reversed within thirty (30) days after the expiration of any such stay. (c) Sell, transfer, lease or otherwise dispose of any of its material assets except in connection with the acquisition of replacement property of equivalent kind and use reasonable diligence to collect Proceedsvalue. (d) Enter into any consolidation or merger with, or into any acquisition of all or substantially all of the properties or assets of any person or entity. (e) Change, in trust and any material respect, the nature or character of its business as the property of Bankintended, and or engage in any activity not reasonably related to immediately endorse as appropriate and deliver such Proceeds business. (f) Enter into any contract or commitment relating to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive its stock or assets except for contracts involving aggregate payments of Proceeds hereunderless than Twenty-five Thousand Dollars ($25,000.00) and contracts which can be terminated without penalty on thirty (30) days' notice or less, or amend or terminate any material contract (or waive any substantial right thereunder), or incur any obligation (including obligations relating to pay the borrowing of money or guarantee of indebtedness). (g) Transfer or grant any right under, or enter into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, service mark, xxade name, franchise, or similar right, or modify any existing right relating to the Grantor. (h) Enter into any agreement or grant any person or entity a right to purchase the Station's FCC licenses or all expenses incurred by Bank in connection therewith, including expenses or substantially all of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; the assets of the Grantor. (viii) to provide Enter into any service and do agreement or take any other acts which may be action that would interfere with, or prevent, Grantor's transferring the Assets to Buyer as contemplated hereunder or under the Purchase Agreement. (j) Grantor will notify Buyer promptly of the threat of, or commencement against itself or its shareholder of any claim, suit, action, arbitration, legal, administrative or other proceeding, or governmental investigation or tax audit affecting the Station or Grantor and will cooperate fully with Buyer in taking any and all actions necessary or desirable to keep all Collateral and Proceeds free and clear the consummation of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of transactions contemplated by this Agreement.

Covenants of Grantor. To induce Grantee to enter into this Agreement and to pay the Reimbursement/Installment Payments, Grantor covenants and agrees that until the full and final payment of all payments due under the Production Payment Documents and the termination of this Agreement and the Production Payment, unless Grantee has previously agreed otherwise: (a) Grantor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against will perform all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank prior written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice of the address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereundercovenants and duties under the Production Payment Documents, all as fully as if they were set out in full herein. (b) In addition to any reports and information specifically required by the terms of this Agreement or the Conveyance, Grantor agrees to furnish to Grantee full information, at all reasonable times, which Grantee may request concerning any covenant, provision or condition of the Production Payment Documents or any matter or records in connection with regard such documents or with the operation of, reserve engineering for, production from, or accounting for the Subject Interests. Subject to any restrictions on Grantor's right to do so under applicable operating agreements or similar contracts, Grantor will permit representatives designated by Grantee, including independent accountants, agents, attorneys, and other Persons, to visit and inspect the Subject Interests and Grantor's books and records pertaining to the Collateral Subject Interests (and Proceedsto make copies and photocopies from such records and to write down and record such information as such representatives may request, unless Bank agrees otherwise provided that no copies may be made of geological or seismic data), and Grantor shall permit Grantee and its designated representatives reasonably to investigate and verify the accuracy of information furnished to Grantee hereunder or in writing: connection herewith and to discuss all such matters with its officers, employees and representatives. (c) If any Person ever challenges or attacks (i) that Bank is authorized to file financing statements in the name validity or priority of any Production Payment Document or of any rights, titles, or interests created or evidenced thereby or (ii) the title of Grantor to perfect Bank’s any Subject Interest or of Grantee to any part of the Production Payment, then upon learning thereof Grantor will give prompt written notice thereof to Grantee and at Grantor's own cost and expense will diligently endeavor to defeat such challenge or attack and to cure any defect that may be developed or claimed, and Grantor will take all necessary and proper steps for the defense of any legal proceedings with respect thereto, including the employment of counsel (at reasonable fees) to represent Grantor, the prosecution or defense of litigation, and the release or discharge of all adverse claims. Each of Grantee and Agent (whether or not named as a party to legal proceedings with respect thereto) is hereby authorized and empowered to take such additional steps as in its judgment and discretion may be necessary or proper for the defense of any such legal proceedings or the protection of the validity or priority of the Production Payment Documents and the rights, titles, and interests created or evidenced thereby, including the employment of independent counsel at reasonable fees to represent Grantee and Agent, the prosecution or defense of litigation, the compromise or discharge of any adverse claims made with respect to the Production Payment, the purchase of any tax title and the removal of prior liens or security interests, and all expenditures so made of every kind and character shall be a Reimbursable Expense (which obligation Grantor hereby expressly promises to pay on demand) owing by Grantor to Grantee or Agent and shall bear interest from the date demanded until paid at the Agreed Rate. (d) Grantor will, on request of Grantee, (i) promptly correct any defect, error or omission which may be discovered in Collateral and Proceeds; the contents, execution or acknowledgment of any Production Payment Document, (ii) not execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be necessary, desirable or proper to permit carry out more effectively the purposes of the Production Payment Documents and to more fully identify and make subject to the Conveyance any lien on property intended to be covered thereby, including any renewals, additions, substitutions, replacements, or appurtenances to the Collateral or Proceeds, except in favor of BankSubject Interests; and (iii) not execute, acknowledge, deliver, and file or record any document or instrument reasonably requested by Grantee to sellprotect its rights, hypothecate title and interests under the Production Payment Documents against the rights or otherwise dispose of, nor permit the transfer by operation interests of law of, third Persons. Grantor shall pay all reasonable costs connected with any of the Collateral foregoing. (e) Without limitation of Grantee's remedies for breach of the representations or Proceeds warranties contained in Section 4.1(p), if a third party properly exercises a Preferential Right after any Closing, Grantee will, in its sole and absolute discretion, either (i) join in any required conveyance of the affected Subject Interest to such third party, or any interest therein, nor withdraw any funds from any deposit account pledged (ii) make a conveyance of the Production Payment insofar as it covers the affected Subject Interest to Bank hereunder; (iv) Grantor in order that Grantor may make the necessary conveyance to keep, such third party. Upon making a conveyance in accordance with generally accepted accounting principles(i) or (ii), complete above, Grantee shall (without limitation of its remedies for breach of the representations or warranties contained in Section 4.1(p) hereof) be entitled to receive (and accurate records regarding shall thereafter apply in the same manner as PP Proceeds) -- either from the exercising third party, assuming that Grantee exercised option (i), or from Grantor, assuming that Grantee exercised option (ii) -- the entire amount of consideration attributable to Grantee's interest in the particular Subject Interest covered by such Preferential Right. In addition, Grantor shall, if requested to do so by Grantee, repurchase the entire Production Payment from Grantee for a price equal to the then unliquidated balance of the Primary Sum as determined after the application of all Collateral PP Proceeds on such date or the next occurring Application Date. Grantee and ProceedsAgent shall not incur any liabilities with respect to any reconveyance of properties that may be required in accordance with this subsection or otherwise with respect to any exercise of a Preferential Right, and Grantor shall indemnify and hold harmless Grantee and Agent from any liabilities (including reasonable attorneys' fees) with respect thereto. (f) Grantor will not cause or permit the Subject Lands or Grantor to be in material violation of any Environmental Laws with respect to the Subject Lands or do anything or permit anything to be done which will subject Grantor or the Subject Lands to any material remedial obligations under any Environmental Laws pertaining to the Subject Lands, assuming in each case disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Subject Lands, and Grantor will promptly notify Grantee in writing of any existing, pending or, to the best knowledge of Grantor, threatened investigation or inquiry by any private party or governmental authority in connection with any Environmental Laws. Grantor will take all steps necessary to determine that no Hazardous Substances are disposed of or otherwise released or being released on or to the Subject Lands in violation of any Environmental Laws. Grantor will not cause or permit the disposal or other release of any Hazardous Substance on or to the Subject Lands in violation of any Environmental Law and covenants and agrees to remove or remediate any Hazardous Substance on the Subject Lands. (g) Grantor will ensure that no Event of Default occurs under the Trust Indenture. Grantor will use all of the Reimbursement/Installment Payments in compliance with the Trust Indenture. (h) Grantor will provide to Grantee any assurances of title which Grantee may from time to time reasonably request concerning the Production Payment, including the recording and filing of the Conveyance and the Conveyance Supplements and the updating of any specified title opinions through such recording (it being understood that no title deficiencies learned of by Grantee shall in any way be deemed to qualify any of Grantor's warranties of title or indemnities with respect to title in any of the Production Payment Documents). (i) Grantor will fully bond (or pay) any judgment entered in any lawsuit listed in Schedule 1 or Schedule 2 so that such judgment can be fully paid by proceeding against such bond without enforcement of any judgment lien or rights relating to any lis pendens and without otherwise affecting the Production Payment. (j) If for any reason any well located on Subject Lands in State Tract 331 is not completed so that it becomes mechanically capable (or if for any reason such well ceases to remain mechanically capable) of production from the intervals previously identified to Grantee on the logs for such well, then Grantor shall promptly cause such well to become mechanically capable of production or shall promptly redrill such well, or a satisfactory substitute well, on the same lands and to the same intervals, in either case at no cost to Grantee and without any payment by Grantee of additional Reimbursement/Installment Payments in connection therewith (provided that Grantor may recomplete such well at other intervals if in so doing Grantor would be able to increase production from such well over the remaining expected term of the Production Payment, from that which would reasonably be accomplished as a result of such drilling). (k) Grantor will at all times be a corporation validly existing and in good standing under the laws of its state of incorporation and duly qualified to do business and in good standing in the State of Texas. (l) Grantor will at all times obtain and possess (or cause to be obtained and possessed) all consents, authorizations and waivers necessary under any material contract, indenture, instrument or agreement binding on or affecting Grantor or any of Grantor's assets or under any material provision of law, rule, regulation, order, writ, judgment, decree, determination or award binding on or affecting Grantor or any of Grantor's assets, in order to permit Bank the performance by Grantor of the Production Payment Documents. (m) Grantor will maintain good and defensible title to inspect the same and make copies thereof at any reasonable time; (v) if requested by BankRetained Interests, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defensesliens, rights of offset security interests, and counterclaims; and (viii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect theretoencumbrances except for Permitted Encumbrances, provided that no vote shall be cast Grantor may hereafter assign or consent, waiver or ratification given or action taken which would impair Bank’s interests in mortgage any Assignable 331 Retained Interest to the Collateral and Proceeds or be inconsistent with or violate any provisions extent permitted under Section 6.1 of this Agreementthe Conveyance.

Covenants of Grantor. Grantor hereby covenants with Grantee that during the Option Term and, if any Exercise Notice is issued, then continuing through the date of Closing, Grantor: (a) Grantor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all lossesshall not sell, claimsgrant, demandsconvey, liabilities and expenses mortgage, lease, encumber or dispose of every kind caused by property subject hereto; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (v) not to change its name, and as applicable, its chief executive office, its principal residence Property or any part thereof or the jurisdiction in which it is organized and/or registered appurtenances thereunto belonging, without giving Bank prior the express written notice thereof; (vi) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without giving Bank prior written notice consent of the address to which Grantor is moving same; and (vii) to cooperate with Bank in perfecting all security interests granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder.Grantee; (b) Grantor agrees shall not allow any lien, claim, demand or encumbrance of any nature, kind or character to be asserted against the Property or any party thereof, without the express written consent of Grantee; (c) shall not grant any easement, license or right-of-way in, to or through the Property or any part thereof, without the express written consent of Grantee; (d) shall not create, nor allow to be created, any condition, restriction or covenant of any kind, character or nature whatsoever with regard respect to the Collateral and ProceedsProperty or any part thereof without the express written consent of Grantee; (e) shall not seek any change in the subdivision or zoning of, unless Bank agrees or conditional use for, the Property or any part thereof, except as may be requested by Grantee or as otherwise set forth in writing: this Agreement, without the express written consent of Grantee; (f) shall not seek assessments on or against the Property to secure or pay the cost of public improvements to be made with respect to or for the benefit (in whole or in part) of the Property or any part thereof, without the express written consent of Grantee; and (g) shall not adopt any resolution or ordinance (i) prohibiting the placement of natural gas (or water) pipelines on Township-owned lands that Bank is authorized to file financing statements in would have the name effect of Grantor to perfect Bank’s security interest in Collateral and Proceedsmaking the Property unusable for placement of the Pipeline(s) herein contemplated; or (ii) not to permit any lien imposing conditions on the Collateral placement of natural gas (or Proceeds, except in favor water) pipelines on Township- owned lands that would have the effect of Bank; (iii) not to sell, hypothecate or otherwise dispose of, nor permit making the transfer by operation of law of, any Property unusable for placement of the Collateral or Proceeds or any interest therein, nor withdraw any funds from any deposit account pledged to Bank hereunder; (ivPipeline(s) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (vii) to provide any service and do any other acts which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights of offset and counterclaims; and (viii) if the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions of this Agreementherein contemplated.

Covenants of Grantor. (a) Each Grantor agrees in general: covenants and agrees: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank Lender to exercise its powers; rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vii) not to change its name, and or, as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank Lender ten (10) days prior written notice thereofnotice; and (viiii) not to change the places where Grantor keeps any Collateral or Grantor’s records concerning the Collateral and Proceeds without (A) giving Bank Lender 10 days prior written notice of the address to which Grantor is moving same; , and (viiB) using commercially reasonable efforts to deliver to Lender a fully executed Collateral Access Agreement with respect to such location if not owned by Grantor; and (iv) to cooperate with Bank Lender in perfecting all security interests granted herein by this Agreement and using commercially reasonable efforts in obtaining such agreements from third parties as Bank Lender deems reasonably necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunderwith regard to Collateral or access to Collateral. (b) Each Grantor agrees with regard to the Collateral and ProceedsCollateral, unless Bank Lender agrees otherwise in writing: : (i) not to use any Collateral for any unlawful purpose or in any way that Bank is authorized would void any insurance required to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; be carried on such Collateral; (ii) not to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies reasonably satisfactory to Lender; (iii) to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any lien on the Collateral or Proceeds, except in favor of Bank; reasonable time and upon prior written notice; (iiiiv) not to sell, hypothecate pledge or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest thereinin the Collateral, nor withdraw any funds from any deposit account pledged except sales of Inventory to Bank hereunder; buyers in the ordinary course of Grantor’s business; (ivv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and not to permit Bank to inspect any lien on the same Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and make copies thereof at any reasonable time; Permitted Liens; (vvi) if requested by BankLender, to receive and use reasonable diligence to collect ProceedsAccounts, in trust and as the property of BankLender, and to immediately endorse as appropriate and deliver collections or payments on such Proceeds Accounts or proceeds thereof to Bank Lender daily in the exact form in which they are received together received; (vii) not to commingle Accounts, Proceeds or collections with other property; (viii) to give only allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect; (ix) on Lender’s demand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (x) from time to time, when requested by Lender, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to Lender all Accounts, contracts, leases and other Chattel Paper, Instruments, Documents and other evidences thereof; (xi) to deliver to Lender (i) notice of any Commercial Tort Claim it may have against any Person, including a detailed description of such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be deemed to be amended to include such description of each such Commercial Tort Claim, and (ii) such documents as Lender may require to grant Lender a security interest in Grantor’s rights in such Commercial Tort Claim; (xii) to deliver to Lender any Instrument, Document or Chattel Paper constituting Collateral with a collection report in form satisfactory value greater than $250,000, duly endorsed or assigned by Grantor to Bank; Lender; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (viixiii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and Proceeds saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims; ; (xiv) not to withdraw any funds from any Deposit Account pledged to Lender pursuant to this Agreement, except for Grantor’s principal operating account and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of Grantor (viii“Excluded Deposit Accounts”); (xv) if not to open or establish any Deposit Account, Securities Account, or Commodities Account unless Lender has control of such account as contemplated in the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities Code (but excluding Excluded Deposit Accounts) and to give consents, waivers and ratifications close Grantor’s Deposit Accounts with respect thereto, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would impair Bank’s interests in Bank of America within 60 days after the Collateral and Proceeds or be inconsistent with or violate any provisions date of this Agreement; and (xvi) not to consign any of its Inventory or sell any of its Inventory on xxxx and hold, sale or return, sale on approval, or other conditional terms of sale.

Covenants of Grantor. (a) Each Grantor agrees in general: covenants and agrees: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Bank Lender to exercise its powers; rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; (vii) not to change its name, and or, as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and/or registered without giving Bank Lender thirty (30) days prior written notice thereofnotice; and (viiii) not to change the places where Grantor keeps any Collateral or Grantor’s 's records concerning the Collateral and Proceeds (other than transfers of Collateral between locations of the Grantors existing as of the date hereof) without (A) giving Bank Lender 30 days prior written notice of the address to which Grantor is moving same; , and (viiB) delivering to Lender a fully executed Collateral Access Agreement with respect to such location if not owned by Grantor; and (iv) to cooperate with Bank Lender in perfecting all security interests granted herein by this Agreement and in obtaining such agreements from third parties as Bank Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunderwith regard to Collateral or access to Collateral. (b) Each Grantor agrees with regard to the Collateral and ProceedsCollateral, unless Bank Lender agrees otherwise in writing: : (i) not to use any Collateral for any unlawful purpose or in any way that Bank is authorized would void any insurance required to file financing statements in the name of Grantor to perfect Bank’s security interest in Collateral and Proceeds; be carried on such Collateral; (ii) not to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender; (iii) to keep, in accordance with GAAP, complete and accurate records regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any lien on reasonable time (and with such notice as may be required by the Collateral or Proceeds, except in favor of Bank; Credit Agreement); (iiiiv) not to sell, hypothecate pledge or otherwise dispose of, nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest thereinin the Collateral, nor withdraw any funds from any deposit account pledged except sales of Inventory to Bank hereunder; buyers in the ordinary course of Grantor's business; (ivv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and not to permit Bank to inspect any lien on the same Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and make copies thereof at any reasonable time; Permitted Liens; (vvi) if requested by BankLender, to receive and use reasonable diligence to collect ProceedsAccounts, in trust and as the property of BankLender, and to immediately endorse as appropriate and deliver collections or payments on such Proceeds Accounts or proceeds thereof to Bank Lender daily in the exact form in which they are received together received; (vii) not to commingle Accounts, Proceeds or collections with other property; (viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect; (ix) on Lender's demand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (x) from time to time, when requested by Lender, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to Lender all Accounts, contracts, leases and other Chattel Paper, Instruments, Documents and other evidences thereof; (xi) to deliver to Lender (i) notice of any Commercial Tort Claim it may have against any Person, including a detailed description of such Commercial Tort Claim and, upon receipt of such description by Lender the description of Collateral set forth in Section 1 of this Agreement shall be deemed to be amended to include such description of each such Commercial Tort Claim, and (ii) such documents as Lender may require to grant Lender a security interest in Grantor's rights in such Commercial Tort Claim; (xii) to deliver to Lender any Instrument, Document or Chattel Paper constituting Collateral with a collection report in form satisfactory value greater than $25,000, duly endorsed or assigned by Grantor to Bank; Lender; (vi) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, filing, recording, record keeping and expenses incidental thereto; (viixiii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and Proceeds saleable condition, to deal with the Collateral in accordance with the standards and practices adhered to generally by users and manufacturers of like property, and to keep all Collateral free and clear of all defenses, rights of offset and counterclaims; ; (xiv) not to withdraw any funds from any Deposit Account pledged to Lender pursuant to this Agreement, except for Grantor's principal operating account, petty cash accounts expressly excluded from the requirxxxxx to deliver a Control Agreement pursuant to the Credit Agreement, and local operating accounts with Branch Banking and Trust Company used for payments to vendors to the extent expressly excluded from the requirement to deliver a Control Agreement pursuant to the Credit Agreement (viiiprovided that the only source of funds for such accounts shall be the Loan Parties' accounts with Lender) if and any Deposit Accounts which are specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of Grantor ("Excluded Deposit Accounts"); (xv) not to open or establish any Deposit Account, Securities Account, or Commodities Account unless Lender has control of such account as contemplated in the Collateral or Proceeds consists of securities and so long as no Event of Default exists, to vote said securities Code (but excluding Excluded Deposit Accounts) and to give consentsclose such Deposit Accounts as are necessary to cause Grantors to comply with Section 4.10 of the Credit Agreement; and (xvi) not to consign any of its Inventory or sell any of its Inventory on bill and hold, waivers and ratifications with respect theretosale or return, provided that no vote shall be cast sale on approval, or consent, waiver or ratification given or action taken which would impair Bank’s interests in the Collateral and Proceeds or be inconsistent with or violate any provisions otxxx conditional terms of this Agreementsale.