Common use of Covenants of Grantor Clause in Contracts

Covenants of Grantor. In addition to its other agreements and covenants herein, Grantor agrees: (a) that it shall not sell or transfer the Option Shares and at all times shall maintain the Option Shares free from any and all claims, liens, pledges, encumbrances or security interests of any kind or nature whatsoever (collectively, "Liens"); (b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Grantor; (c) promptly to take all action as may from time to time be required in order to permit the Holder to exercise the Option and Grantor to duly and effectively transfer the Option Shares; (d) Upon execution of this Option or within ten (10) business days thereof, deliver to Xxxxxxxx, Loop & Xxxxxxxx, LLP ("SLK"), Grantee's counsel, all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver to SLK an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration of the Option Period if the Option has not been exercised with respect to shares represented by such certificates. Despite the escrow of certificates representing Grantor's interests in the Option Shares, Grantor shall retain all rights to both vote and receive dividends, if any, with respect to the Option Shares until such time, if ever, as the Option is exercised with respect to such shares. (e) During the Option Period and for a period of twenty-four (24) months thereafter, neither Grantor nor any of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition of any Common Stock by Grantor. (f) During the Option Period, neither Grantor nor any of its affiliates shall, either directly or indirectly, take any action or cause any action to be taken to institute any legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any of its affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists for the institution of such legal or administrative proceedings.

Covenants of Grantor. In addition to its other agreements and covenants furtherance of the easement granted herein, Grantor agreescovenants 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) 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 (a) that it shall not sell increase or transfer decrease the Option Shares and at all times shall maintain height of the Option Shares free from any and all claims, liens, pledges, encumbrances or security interests of any kind or nature whatsoever (collectively, "Liens")Improvements; (b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid adversely affect the observance or performance of any structural soundness of the covenants, stipulations or conditions to be observed or performed hereunder by GrantorImprovements; (c) promptly make any changes in the Facades, including the alteration, partial removal, remodeling or other physical or structural change with respect to take all action as may from time to time be required the appearance or construction thereof, including any change in order to permit the Holder to exercise the Option and Grantor to duly and effectively transfer the Option Sharescolor, material or surfacing; (d) Upon execution of this Option construct any additions to or within ten (10) business days thereof, deliver to Xxxxxxxx, Loop & Xxxxxxxx, LLP ("SLK"), Grantee's counsel, all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver to SLK an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration extensions of the Option Period 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 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 accordance with the Standards if such rehabilitation can be reasonably expected by the Option has not been exercised with respect Grantee to shares represented by such certificates. Despite the escrow of certificates representing Grantor's interests result in the Option Shares, Grantor shall retain all rights to both vote and receive dividendsSecretary certifying such rehabilitation as being consistent with the historic character of the Premises or the historic district, if any, with respect to in which the Option Shares until such time, if ever, as the Option is exercised with respect to such sharesPremises are located. (e3) During Grantor shall at all times maintain the Option Period 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 [ ], 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 period unit, except that the Premises may be made subject to a declaration of twenty-four condominium. (245) months thereafterNo utility transmission lines or devices, neither 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 nor 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 affiliates shall, either directly or indirectly, acquire any Common Stock, any interests possessory interest in any Common Stockthe Premises, or any optionspart thereof (excluding, warrants 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 other rights instrument. Grantor shall provide Grantee with written notice of any transfer of title to acquire any interests in any Common Stockthe Premises; provided, however, affiliates of Grantor may acquire any shares of Common Stock that failure to give said notice will not affect the easements or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition of any Common Stock by Grantorhereby created. (f9) During Grantor will not display or place on the Option PeriodPremises signs, neither Grantor nor any billboards, awnings or advertisements, except (i) such plaques or other markers as are appropriate for commemorating the historic importance of its affiliates shall, either directly the Premises; (ii) such signs or indirectly, take any action markers as are necessary to direct and restrict the passage of persons or cause any action the parking of vehicles upon said Premises; (iii) a sign or signs stating the address of the Premises; (iv) such signs or markers as are necessary to be taken to institute any legal advertise conspicuously the commercial or administrative proceedings against or involving Grantee that arises out of, relates toother use of the Premises; and (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, or by Grantee. Grantee may provide and maintain a plaque on each of the street facades of the Premises not to exceed eight by twelve inches in size, mounted flush on such façade, with design approval by any applicable authority pursuant to established procedure, giving notice of the history of the building and the grant of this preservation easement. (10) The Premises shall be landscaped in a manner compatible with the style and period 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 based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any of its affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists necessary for the institution protection of any persons coming onto the Premises or of the general public, 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 the same species or, with the express written consent of Grantee, with an alternative species. (11) 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 judgment of Grantee, such legal grading, excavation or administrative proceedingsdisturbance might affect significant archeological resources on the Premises.

Covenants of Grantor. In addition to its other agreements and covenants herein, Grantor hereby agrees: (a) Grantor shall perform all acts and execute all documents, including, without limitation, Grants of Security Interest substantially in the form of Attachment II annexed hereto, that it shall not sell may be necessary or transfer desirable to record, maintain, preserve, protect and perfect Lender's interest in the Option Shares Collateral, the Lien granted to Lender in the Collateral and at all times shall maintain the Option Shares free from any and all claims, liens, pledges, encumbrances or security interests first priority of any kind or nature whatsoever (collectively, "Liens")such Lien; (b) Except to the extent that it Lender shall give its prior written consent, (i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line 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 shall not (and will notnot permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and (ii) Grantor shall not assign, by charter amendment sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or through reorganizationLien upon, consolidationencumber, merger, dissolution grant an exclusive or sale of assetsnon-exclusive license, or by any other voluntary act, avoid or seek to avoid the observance or performance otherwise dispose of any of the covenantsCollateral, stipulations or conditions and nothing in this Security Agreement shall be deemed a consent by Lender to be observed or performed hereunder by Grantorany such action except as expressly permitted herein; (c) Grantor shall promptly pay Lender for any and all sums, costs, and expenses which Lender may pay or incur pursuant to take the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, including, without limitation, all action as may from time to time 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 required in order to permit part of the Holder to exercise the Option Obligations and Grantor to duly and effectively transfer the Option Sharesbe payable on demand; (d) Upon execution of this Option Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office or within ten (10) business days any similar office or agency in any other country or any political subdivision thereof, deliver to Xxxxxxxxeither by Grantor or by any agent, Loop & Xxxxxxxx, LLP ("SLK"), Grantee's counsel, all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver to SLK an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration of the Option Period if the Option has not been exercised with respect to shares represented by such certificates. Despite the escrow of certificates representing Grantor's interests in the Option Shares, Grantor shall retain all rights to both vote and receive dividends, if any, with respect to the Option Shares until such time, if ever, as the Option is exercised with respect to such shares. (e) During the Option Period and for a period of twenty-four (24) months thereafter, neither Grantor nor any of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition of any Common Stock by Grantor. (f) During the Option Period, neither Grantor nor any of its affiliates shall, either directly or indirectly, take any action or cause any action to be taken to institute any legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any of its affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists for the institution of such legal or administrative proceedings.employee,

Covenants of Grantor. In addition to its other agreements and covenants herein, Grantor hereby agrees: (a) Grantor shall perform all acts and execute all documents, including, without limitation, Grants of Security Interest substantially in the form of Attachment II annexed hereto, that it shall not sell may be necessary or transfer desirable to record, maintain, preserve, protect and perfect Lender's interest in the Option Shares Collateral, the Lien granted to Lender in the Collateral and at all times shall maintain the Option Shares free from any and all claims, liens, pledges, encumbrances or security interests first priority of any kind or nature whatsoever (collectively, "Liens")such Lien; (b) Except to the extent that it Lender shall give its prior written consent, (i) Grantor shall continue to use the Trademarks in connection with each and every trademarked class of goods or services applicable to its current line 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 shall not (and will notnot permit any licensee thereof to) do any act or omit to do any act whereby any Trademark may become invalidated and shall notify Lender immediately if Grantor knows of any reason or has reason to know that any application or registration may become invalidated; and (ii) Grantor shall not assign, by charter amendment sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or through reorganizationLien upon, consolidationencumber, merger, dissolution grant an exclusive or sale of assetsnon-exclusive license, or by any other voluntary act, avoid or seek to avoid the observance or performance otherwise dispose of any of the covenantsCollateral, stipulations or conditions and nothing in this Security Agreement shall be deemed a consent by Lender to be observed or performed hereunder by Grantorany such action except as expressly permitted herein; (c) Grantor shall promptly pay Lender for any and all sums, costs, and expenses which Lender may pay or incur pursuant to take the provisions of this Security Agreement or in enforcing the Obligations, the Collateral or the security interest granted hereunder, including, without limitation, all action as may from time to time 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 required in order to permit part of the Holder to exercise the Option Obligations and Grantor to duly and effectively transfer the Option Sharesbe payable on demand; (d) Upon execution of this Option Grantor shall promptly notify Lender upon the filing with the Patent and Trademark Office or within ten (10) business days any similar office or agency in any other country or any political subdivision thereof, deliver to Xxxxxxxxeither by Grantor or by any agent, Loop & Xxxxxxxxemployee, LLP licensee or designee of Grantor, of ("SLK"), Grantee's counsel, all certificates i) an application for the Option Shares to be held registration of any Trademark with the Patent and Trademark Office or any similar office or agency in escrow by such law firm throughout any other country or any political subdivision thereof or (ii) any assignment of any Trademark which Grantor may acquire from a third party. Upon the Option Period. Each request of Grantee and Lender, Grantor shall execute and deliver any and all documents, instruments, and agreements as Lender may request to SLK evidence Lender's security interest in such Trademark (and the goodwill and general intangibles of Grantor relating thereto or represented thereby), and Grantor authorizes Lender to amend an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration original counterpart of the Option Period if the Option has not been exercised with respect applicable Grant of Security Interest executed pursuant to shares represented by such certificates. Despite the escrow Subparagraph 4(a) of certificates representing this Security Agreement without first obtaining Grantor's interests in the Option Shares, Grantor shall retain all rights to both vote and receive dividends, if any, with respect to the Option Shares until such time, if ever, as the Option is exercised with respect approval of or signature to such shares.amendment, and to record such security interest with the Patent and Trademark Office; (e) During Grantor shall keep the Option Period and for a period Collateral free of twenty-four (24) months thereafterall Liens, neither Grantor nor any except in favor of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition of any Common Stock by Grantor.Lender; (f) During Grantor shall take all necessary steps in any proceeding before the Option PeriodPatent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, neither Grantor nor to diligently prosecute or maintain, as applicable, each application and registration of the Trademarks; (g) So long as any of the Obligations are outstanding, Grantor shall make application to the Patent and Trademark Office (and assign any such application to Lender as security) to register any registerable but unregistered material Trademarks used by Grantor in connection with its affiliates shallproducts or services, either directly unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value or indirectlydetermines that its rights thereunder are better preserved as a trade secret; (h) Grantor shall (i) use proper statutory notice in connection with any use of the Trademarks, take and (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks; (i) Grantor agrees that if it or any action Affiliate learns of any use by any Person of any term or design likely to cause confusion with any action Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to institute remedy any legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx infringement of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any Trademark; and (j) Grantor shall at all times keep at least one complete set of its affiliates shall, either directly or indirectly, records concerning the Collateral at its chief executive office and shall make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists such records available for the institution of inspection by Lender at such legal or administrative proceedingstimes as Lender may reasonably request.

Covenants of Grantor. In addition 6.1 Grantor shall (1) not commit waste or permit impairment or deterioration of the Collateral Property, (2) not abandon the Collateral Property, (3) restore or repair or cause to be restored or repaired promptly, in a good and workmanlike manner, any damaged part of the Collateral Property to the equivalent of its original condition, or such other agreements condition as Secured Party may approve in writing, whether or not Insurance Proceeds or condemnation awards are available to cover any costs of such restoration or repair, (4) keep or caused to be kept the Collateral Property in good repair, including the replacement of tangible Personalty and covenants hereinFixtures with items of equal or better function and quality, (5) give Notice to Secured Party of and, unless otherwise directed in writing by Secured Party, shall appear in and defend any action or proceeding purporting to affect the Collateral Property, Secured Party’s security or Secured Party’s rights under this Agreement, and (6) timely perform all of its obligations under the Contracts to which Grantor agrees: (a) that it is a party. Grantor shall not sell (and shall not permit any tenant or transfer other person to) remove, demolish or alter, other than in a commercially reasonable manner in the Option Shares ordinary course of business, the Collateral Property or any part of the Collateral Property, except in connection with the replacement of tangible Personalty. 6.2 All expenses of protecting, storing, warehousing, insuring, handling and at shipping of the Collateral Property, all times shall maintain costs of keeping the Option Shares Collateral Property free from of any Liens prohibited by this Agreement and of removing the same if they should arise, and any and all claimsexcise, liensproperty, pledges, encumbrances or security interests of any kind or nature whatsoever (collectively, "Liens"); (b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or sales and use taxes imposed by any other voluntary actstate, avoid federal or seek local authority on any of the Collateral Property or in respect of the sale thereof, shall be borne and paid by Grantor and if Grantor fails to avoid promptly pay any thereof when due, Secured Party may, at its option, but shall not be required to, pay the observance or performance same whereupon the same shall constitute Obligations and shall be secured by the security interest granted hereunder. 6.3 Unless Grantor gives notice to Secured Party within 30 days after the occurrence of any of the covenantsfollowing, stipulations and executes and delivers to Secured Party modifications or conditions supplements of this Agreement (and any financing statement which may be filed in connection with this Agreement) as Secured Party may require, Grantor shall not (i) change its name, identity, structure or jurisdiction of organization; (ii) change the location of its place of business (or chief executive office if more than one place of business); or (iii) add to or change any location at which any of the Collateral Property is stored, held or located. 6.4 Grantor will not use the Collateral Property, or knowingly permit the Collateral Property to be observed used, for any unlawful purpose or performed hereunder by Grantor;in violation of any federal, state or municipal law. (c) promptly 6.5 Immediately upon Grantor becoming aware of the existence of any Event of Default under the Master Lease, Grantor will give notice to Lender that such Event of Default exists, stating the nature thereof, the period of existence thereof, and what action Grantor proposes to take all action with respect thereto. 6.6 Grantor will execute, from time to time, such financing statements, assignments, and other documents covering the Collateral Property as Secured Party may request in order to create, evidence, perfect, maintain or continue its security interest in the Collateral Property (including any additional Collateral Property acquired by Grantor after the date hereof) and will notify Secured Party promptly upon acquiring any additional Collateral Property. 6.7 Grantor appoints Secured Party, or any other person, whom Secured Party may from time to time be required designate, as Grantor’s attorney with power, after the occurrence and during the continuance of an Event of Default, to endorse Grantor’s name on any checks, notes, acceptances, drafts, or other forms of payment or security that may come into Secured Party’s possession, to sign Xxxxxxx’s name on any invoice or bill of lading relating to any Collateral Property, on drafts against customers, on schedules and confirmatory assignments of Collateral Property, on notices of assignment, financing statements under the Uniform Commercial Code and other public records, on verifications of Collateral Property and on notices to customers, to notify the post office authorities to change the address for delivery of Grantor’s mail to an address designated by Secured Party, to receive and open all mail addressed to Grantor, to send requests for verification of Collateral Property to customers and to do all things necessary to carry out this Agreement in order each case to permit the Holder extent, but only to exercise the Option extent, such actions relate to the Collateral Property. Grantor ratifies and Grantor to duly and effectively transfer the Option Shares; (d) Upon execution of this Option or within ten (10) business days thereof, deliver to Xxxxxxxx, Loop & Xxxxxxxx, LLP ("SLK"), Grantee's counsel, approves all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver to SLK an escrow agreement (the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK shall not charge any fees for its escrow services but shall be entitled to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration acts of the Option Period if attorney taken within the Option has not been exercised scope of the authority granted. Neither Secured Party nor the attorney will be liable for any acts of commission or omission or for any error in judgment or mistake of fact or law. This power, being coupled with respect to shares represented by such certificates. Despite the escrow of certificates representing Grantor's interests in the Option Sharesan interest, Grantor shall retain all rights to both vote and receive dividends, if any, with respect to the Option Shares until such time, if ever, as the Option is exercised with respect to such shares. (e) During the Option Period and for a period of twenty-four (24) months thereafter, neither Grantor nor any of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock irrevocable so long as Grantorany Obligations remain unpaid. Grantor waives presentment and protest of all instruments and notice thereof, together with its affiliates, owns or has the ability notice of default and dishonor and all other notices to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition of any Common Stock by Grantorwhich Grantor may otherwise be entitled. (f) During the Option Period, neither Grantor nor any of its affiliates shall, either directly or indirectly, take any action or cause any action to be taken to institute any legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any of its affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists for the institution of such legal or administrative proceedings.

Covenants of Grantor. In addition to its other agreements and covenants herein, Grantor agrees: (a) that it Notwithstanding anything to the contrary contained herein, unless an Event of Default has occurred and is continuing, the Grantor may continue to exploit, license, franchise, use, enjoy and protect (whether in the United States of America or any foreign jurisdiction) the Intellectual Property Collateral in the ordinary course of business and the Secured Party shall not sell or transfer from time to time execute and deliver, upon written request of the Option Shares Grantor and at all times shall maintain the Option Shares free from Grantor's sole cost and expense, any and all claimsinstruments, lienscertificates or other documents, pledgesin the form so requested, encumbrances necessary or security interests appropriate in the judgment of any kind or nature whatsoever (collectively, "Liens");the Grantor to enable the Grantor to do so. (b) that it will notIn order to more fully protect the Intellectual Property Collateral in respect of which security interests have been granted to the Secured Party by the Grantor hereunder, by charter amendment the Grantor may hereafter transfer to the Secured Party such additional rights, privileges, marks and licenses as the Grantor may in its discretion determine to be necessary and appropriate to the continuing exploitation, licensing, use, enjoyment and protection (whether in the United States of America or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any foreign jurisdiction) of the covenants, stipulations or conditions to be observed or performed hereunder by Grantor;Intellectual Property Collateral. (c) promptly to take all action as may The Grantor agrees that at any time and from time to time time, at the sole expense of the Grantor, the Grantor will promptly execute and deliver such further instruments and documents, and take such further action, as may be required necessary or desirable, and as the Secured Party may reasonably request in writing, in order to permit perfect and protect any security interests granted or purported to be granted hereby or to enable the Holder Secured Party to exercise and enforce the Option rights and remedies pursuant hereto with respect to any of the Intellectual Property Collateral; provided, that so long as no Event of Default has occurred and is continuing, the Grantor shall not be required to duly register Intellectual Property Collateral (other than any Material Copyright from and effectively transfer after the Option Shares;Required Registration Date therefor) that the Grantor would not otherwise register in the ordinary course of business but for this Agreement. (d) Upon execution The Grantor shall perform all acts and execute all documents, including assignments for security in form suitable for filing with the United States Patent and Trademark Office and the United States Copyright Office or any other country, substantially in the form of Schedule H hereof, requested by the Secured Party at any time to evidence, perfect, maintain record and enforce the Secured Party's interest in the Intellectual Property Collateral or otherwise in furtherance of the provisions of this Option Agreement, provided, that so long as no Event of Default has occurred and is continuing, the Grantor shall not be required to register Intellectual Property Collateral (other than any Material Copyright from and after the Required Registration Date therefor) that the Grantor would not otherwise register in the ordinary course of business but for this Agreement, and the Grantor hereby authorizes the Secured Party to execute and file one or within ten more financing statements (10and similar documents) business days or copies thereof or of this Agreement with respect to the Intellectual Property Collateral signed only by the Secured Party or without signature as permitted by law. (e) Except to the extent that the Secured Party, upon prior written notice of the Grantor shall consent, the Grantor (either itself or through licensees) shall continue to use the Trademarks, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), on each and every trademark class of goods applicable to its current line as reflected in its catalogs, brochures, price lists, products, Works or otherwise in order to maintain the Trademarks, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), in full force free from any claim of abandonment for nonuse and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), may become invalidated or diluted. Grantor shall promptly notify the Secured Party if it knows that any Trademark, consisting of registered Trademarks (including service marks and trade names), common law Trademarks (including service marks and trade names), and applications for Trademarks (including service marks and trade names), may become invalidated or diluted. Such notification shall be given before such invalidation or dilution occurs. (f) Except to the extent that the Secured Party, upon prior written notice by the Grantor, shall consent, the Grantor shall not do any act or omit to do any act, whereby any Patent may become abandoned or dedicated to the public and shall promptly notify the Secured Party if it knows that any Patent may become abandoned or dedicated to the public. Such notification shall be given before such abandonment or dedication to the public occurs. (g) Except to the extent that the Secured Party, upon prior written notice by the Grantor, shall consent, the Grantor shall not do any act or omit to do any act, whereby the Trade Secrets may become abandoned or dedicated to the public and shall promptly notify the Secured Party if it knows that any Trade Secret may become abandoned or dedicated to the public, except to the extent that any such event would not reasonably be expected to have a Material Adverse Effect. Such notification shall be given before such abandonment or dedication to the public occurs. (h) Except to the extent that the Secured Party, upon prior written notice by the Grantor, shall consent, the Grantor shall not do any act or omit to do any act whereby any registered Copyright, Copyright application, or Material Copyright or any registered Copyright, Copyright application, or Material Copyright in the Works may become abandoned, terminated or fall into public domain and shall promptly notify the Secured Party if it knows that any application or registration may terminate, become abandoned or fall into public domain. Such notification shall be given before such termination, abandonment or dedication to the public occurs. (i) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, (i) file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or file an application for registration of any Copyright with the United States Copyright Office or any similar offices or agencies of the United States, any State thereof, deliver any other country or any political subdivision thereof or (ii) file any assignment of any Patent, Copyright or Trademark, which the Grantor may acquire from a third party, with the United States Patent and Trademark Office, United States Copyright Office or any similar office or agency of the United States, any State thereof, any other country or any political subdivision thereof, unless the Grantor shall, on or prior to Xxxxxxxxthe date of such filing, Loop & Xxxxxxxxnotify the Secured Party thereof and upon request of the Secured Party, LLP ("SLK"), Grantee's counsel, all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver any and all assignments, agreements, instruments, documents and papers as the Secured Party may request to SLK evidence its interest in such Patent, Trademark or Copyright and the goodwill and general intangibles relating thereto or represented thereby. The Grantor hereby constitutes the Secured Party its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an escrow agreement interest is irrevocable until the Secured Obligations are paid in full. (j) Except to the "Escrow Agreement") in form and substance acceptable to SLK in its sole discretion. SLK extent that the Secured Party, upon prior written notice from the Grantor, shall consent, the Grantor shall not charge any fees for assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license (except (i) non-exclusive licenses of rights in the Intellectual Property Collateral or (ii) exclusive licenses (which exclude all Persons including the Grantor and all of its escrow services but shall be entitled Subsidiaries) of rights in the Intellectual Property Collateral to appropriate indemnification. The Escrow Agreement further shall provide for the return of all stock certificates to Granter upon expiration non-United States Subsidiaries of the Option Period if the Option has not been exercised Grantor, (such rights only being exercisable with respect to shares represented territories outside of the United States and Mexico, and in either case, granted in the ordinary course of business), and that do not in any way hinder or restrict the assignability to or assumption by such certificates. Despite the escrow Secured Party of certificates representing the Grantor's interests in the Option SharesIntellectual Property Collateral that is the subject of any such license), Grantor or otherwise dispose of any of the Intellectual Property Collateral, and nothing in this Agreement shall retain all rights be deemed a consent by the Secured Party to both vote and receive dividends, if any, with respect to the Option Shares until any such time, if ever, action except as the Option is exercised with respect to such sharesexpressly permitted herein. (ek) During The Grantor shall take all reasonably necessary steps in any proceeding before the Option Period United States Patent and for a period Trademark Office, United States Copyright Office or any similar office or agency of twenty-four (24) months thereafter, neither Grantor nor any of its affiliates shall, either directly or indirectly, acquire any Common Stockthe United States, any interests in State thereof, any Common Stockother country or any political subdivision thereof, to maintain each application and registration of the Trademarks, Copyrights and Patents, including payment of annuities, 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 under Sections 5(e) through 5(g) hereof). (l) The Grantor agrees that if it, or any optionsAffiliate or Subsidiary thereof, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition learns of any Common Stock use by Grantor. (f) During any Person of any term or design which in its judgment is likely to cause confusion with or dilute any registered Trademark, it shall promptly notify the Option PeriodSecured Party of such use and, neither Grantor nor any if requested by the Secured Party, shall join with the Secured Party, at its expense, in such action as the Secured Party, in its reasonable discretion may deem advisable for the protection of its affiliates shall, either directly or indirectly, take any action or cause any action interest in and to be taken to institute any legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any of its affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists for the institution of such legal or administrative proceedingsTrademarks.

Covenants of Grantor. In addition For as long as the Obligation from Borrower to its other agreements and covenants hereinLender remains outstanding under the Loan Agreement, Grantor agreeshereby covenants: (a) Grantor agrees that without the prior written consent of Secured Party it shall will not sell sell, pledge, or transfer otherwise dispose of any Collateral now or in the Option Shares and future owned by Grantor or permit or suffer to exist any Lien or encumbrance to exist on any Collateral or on any of Grantor’s present or future inventory in favor of any person other than Secured Party, or create or assume any obligation for borrowed money, except for borrowings from Secured Party. b) Grantor will at all times keep accurate and complete records of the Collateral, and Secured Party, or any of its agents, shall maintain have the Option Shares free right at all reasonable times to examine, inspect, and make extracts from Grantor’s books and records, to discuss Grantor’s affairs with the officers of Grantor and its independent accountants, and to verify the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including by contacting account debtors or others obligated with respect to Collateral or by other methods. Grantor will provide to Secured Party periodic ageings of all accounts and other receivables, including the name of each account debtor, the amount owed by each such account debtor, the due dates of the accounts and other receivables, the related invoice numbers and if requested by Secured Party copies thereof. Such ageings shall be in form and substance satisfactory to Secured Party and shall be delivered to Secured Party on the date hereof and thereafter monthly, within 5 days after the end of each month, and, after the occurrence of a Default or an Event of Default, whenever Secured Party requests. c) Grantor agrees to deliver to Secured Party when requested, and in any event not less frequently than once each per month, a balance sheet, profit and loss statement, and reconcilement of surplus of Grantor. d) Grantor represents and warrants to Secured Party that all claimsfinancial statements furnished to Secured Party have and will accurately reflect the financial condition and operations of Grantor at the times and for the periods indicated in those statements. e) With respect to any Collateral held by Secured Party as security for the liabilities, liensGrantor assents to all extensions or postponements of the time of payment or any other indulgence in connection with the Collateral, pledgesto each substitution, encumbrances exchange or security interests release of Collateral, to the addition or release of any kind party primarily or nature whatsoever (collectivelysecondarily liable, "Liens"); (b) that it will notto the acceptance of partial payments on the Collateral and the settlement, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assetscompromise, or adjustment of them, all in such manner and at such time or times as Secured Party shall deem advisable. Secured Party shall have no duty as to the collection or protection of Collateral or any income from the Collateral, nor as to the preservation of rights against prior parties, nor as to the preservation of any right pertaining to the Collateral, beyond the safe custody of Collateral in the possession of Secured Party. Secured Party shall not be deemed to have waived any of its rights in any Collateral unless the waiver be in writing and no delay or omission by Secured Party in exercising any right shall operate as a waiver of that right or of any other voluntary actright. Secured Party shall have, avoid in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code. f) Grantor agrees, from time to time at its expense, to execute, deliver, file, and record all such notices, affidavits, assignments, financing statements, and other instruments, and take all further action, as shall in the judgment of Secured Party be necessary or seek as Secured Party may reasonably request, to avoid evidence, perfect and protect the observance Lien of Secured Party in the Collateral, and Secured Party shall also have the right to notify any person or performance persons owing any receivable and to demand and receive payment of any of the covenantsit directly to Secured Party, stipulations but Secured Party shall have no duty so to do. g) Grantor shall pay or conditions cause to be observed paid promptly all taxes and assessments on the Collateral when due. h) Grantor shall not change its type of organization, jurisdiction of organization or performed hereunder other legal structure. Without providing at least 30 days prior written notice to Secured Party, Grantor shall not change its name. If Grantor obtains an organizational identification number after the date hereof, Grantor shall forthwith notify Secured Party of such organizational identification number. i) If Grantor shall at any time hold or acquire any promissory notes or tangible chattel paper constituting Collateral, Grantor shall, forthwith after the occurrence of a Default or Event of Default and upon Secured Party’s request before the occurrence of a Default or Event of Default if Secured Party deems itself insecure, endorse, assign and deliver the same to Secured Party, accompanied by Grantor; (c) promptly to take all action such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time be required specify and with respect to any such Collateral in order the possession or control of Secured Party, Grantor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1) and 9-207(c)(2) of the Uniform Commercial Code as in effect in the State of Nevada from time to permit the Holder to exercise the Option and Grantor to duly and effectively transfer the Option Shares; (d) Upon execution of this Option or within ten (10) business days thereof, deliver to Xxxxxxxx, Loop & Xxxxxxxx, LLP ("SLK"), Grantee's counsel, all certificates for the Option Shares to be held in escrow by such law firm throughout the Option Period. Each of Grantee and Grantor shall execute and deliver to SLK an escrow agreement time (the "Escrow Agreement"“NVUCC”). j) For each deposit account that Grantor at any time opens or maintains, Grantor shall, forthwith after the occurrence of a Default or Event of Default and at Secured Party’s request before the occurrence of a Default or Event of Default if Secured Party deems itself insecure, either (i) cause the depositary bank to enter into a written agreement or other authenticated record with Secured Party, in form and substance acceptable satisfactory to SLK in its sole discretion. SLK Secured Party, pursuant to which such depositary bank shall not charge agree, among other things, to comply at any fees time with instructions from Secured Party to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of Grantor, or (ii) arrange for its escrow services but shall be entitled Secured Party to appropriate indemnification. The Escrow Agreement further shall provide for become the return of all stock certificates to Granter upon expiration customer of the Option Period if the Option has not been exercised with respect to shares represented by such certificates. Despite the escrow of certificates representing Grantor's interests in the Option Shares, Grantor shall retain all rights to both vote and receive dividends, if any, depositary bank with respect to the Option Shares until such time, if ever, as the Option is exercised with respect to such shares. (e) During the Option Period and for a period of twenty-four (24) months thereafter, neither Grantor nor any of its affiliates shall, either directly or indirectly, acquire any Common Stock, any interests in any Common Stock, or any options, warrants or other rights to acquire any interests in any Common Stock; provided, however, affiliates of Grantor may acquire any shares of Common Stock or rights to acquire Common Stock to which such affiliates may from time to time become entitled to receive directly from the Company as compensation for services. Notwithstanding the foregoing, following the Option Period, Grantor and/or its affiliates may, directly or indirectly, acquire additional Common Stock, interests in Common Stock and options, warrants or other rights to acquire interests in Common Stock so long as Grantor, together with its affiliates, owns or has the ability to control, on a fully diluted basis, not more than 5% of the aggregate number of shares of Common Stock issued and outstanding, absent any dilution, as of the date of the most recent acquisition of any Common Stock by Grantor. (f) During the Option Period, neither Grantor nor any of its affiliates shall, either directly or indirectly, take any action or cause any action to be taken to institute any legal or administrative proceedings against or involving Grantee that arises out of, relates to, or is based xxxx xxxx, xxxxxx, xxxxxx of fact or circumstances occurring or arising prior to the date hereof. Furthermore, neither Grantee nor any of its affiliates shall, either directly or indirectly, make or publish, whether orally, electronically or in written form, any public statements threatening to commence any legal or administrative proceedings against or involving Grantee or suggesting that a basis exists for the institution of such legal or administrative proceedings.deposit