Common use of Grantor’s Covenants Clause in Contracts

Grantor’s Covenants. Each Grantor covenants and agrees as follows: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each In addition to the other covenants and ------------------- agreements set forth herein and in the other Loan Documents, the Grantor covenants and agrees as follows: (a) Such The Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Grantor. (b) The Collateral will not be used in violation of any material law, regulation or ordinance or any Requirement of Law applicable to the Grantor owning it, nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) The Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such The Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral AgentCollateral. (e) Such The Grantor will maintain all insurance coverage required pursuant to the Loan Documents. (f) The Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such The Grantor will not (i) establish any location of Inventory or Equipment not listed on Schedule B hereto, (ii) move its principal place of business ---------- business, chief executive office or any other office listed in on Schedule 1-A C hereto ---------- or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in on Schedule 1-A3.5C to the Loan Agreement, except, in each case, except ------------- upon not less than 30 days days' prior written notice to the Collateral Agent and such the Grantor's prior compliance with all applicable requirements of Section 4 5 hereof necessary to perfect the Collateral AgentSecured Party's security interest hereunder. (gh) Such The Grantor shall not establish withdraw as a member of any additional Deposit Account Pledged Entity, or securities account not listed on Schedule 1-Bfile or pursue or take any action that may, except upon prior written notice directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or seek a partition of any property of any Pledged Entity. (i) Subject to the Collateral Agent and such Grantor’s compliance with all applicable requirements provisions of Section 4 hereof 16(j) hereof, the Grantor agrees to take any action which the Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to perfect enable the Collateral Agent’s security interest hereunderLenders to exercise and enjoy the full rights and benefits granted to them by this Agreement, including without limitation, delivery the use of duly executed account control agreements the Grantor's best efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated by all necessary parties, in form and substance satisfactory to the Collateral Agentthis Agreement for which such approval is required by law.

Grantor’s Covenants. Each Grantor covenants and agrees as followswith respect to the Collateral that: (a) Such Grantor It will keep cause the security interest in the Collateral in reasonably good repairto remain a continuously perfected, working order first priority security interest free and operating condition clear of any liens (normal wear other than the Beneficiary’s lien hereunder and tear excludedthe Permitted Encumbrances), and from time to time make time, at its own expense, the Grantor will promptly execute and deliver all further instruments and documents and take all further action, that may be necessary or desirable, or that the Beneficiary may reasonably request, in order to perfect and proper repairsprotect any security interest granted or purported to be granted hereby or to enable the Beneficiary to otherwise enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing or of Section 4.3 hereof, renewalsthe Grantor will: (i) execute and file such financing or continuation statements, replacementsor amendments thereto, additions and improvements thereto andsuch other collateral assignments, security agreements, instruments or notices, as appropriate may be necessary or desirable, or as the Beneficiary may reasonably request, in order to perfect and applicablepreserve the security interests granted or purported to be granted hereby, will otherwise deal with and (ii) defend the title to the Collateral and the Beneficiary’s lien thereon and security interest therein against the claim of any person, firm, corporation, or other entity claiming against or through Grantor and will maintain and preserve such lien and security interest so long as this Deed of Trust shall remain in all such ways as are considered customary practice by owners of like property.effect; (b) Such Grantor will not sellIt authorizes the Beneficiary to file one or more financing or continuation statements, encumberand amendments thereto, lease, rent, relative to all or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any part of the Collateral consisting of (i) without the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use signature of the property of Company in the ordinary course of business.Grantor where permitted by applicable Laws; and (c) Such Grantor shall not create or permit It will furnish to exist any Lien upon or with respect the Beneficiary from time to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry time statements and maintain insurance at its expense of the types schedules further identifying and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify describing the Collateral Agent and such other reports in writing in the event of any material damage to connection with the Collateral from any source whatsoeveras the Beneficiary may reasonably request, all in reasonable detail. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each In furtherance of the Easement herein granted, Grantor covenants undertakes of itself to do (and agrees to refrain from doing, as followsthe case may be) upon the Premises each of the following covenants, which contribute to the public purpose of significantly protecting and preserving the Façades: (a) Such Grantor will keep shall not demolish, remove, or raze the Collateral Façades without the prior express written permission of Grantee, and except as provided in reasonably good Paragraphs 6 and 7. b) Grantor shall not undertake any of the following actions without the prior express written permission of Grantee, signed by a duly authorized representative thereof: i) Increase or decrease the height of the Façades. ii) Adversely affect the structural soundness of the Façades. iii) Make any changes in the Façades including alteration, partial removal, construction, remodeling, or other physical or structural change, including any change in surfacing, with respect to the appearance or construction of the Façades, with the exception of the ordinary maintenance pursuant to Paragraph 2(c) below. iv) Erect anything on the Premises or the Buildings which prohibits the Façades from being visible from the street level, except for a temporary structure during any period of approved alteration or restoration. v) Permit any significant reconstruction, repair, working order or refinishing of the Façades that alters its state from the existing condition. This subsection (v) shall not include ordinary maintenance pursuant to Paragraph 2(c) below. vi) Erect, construct, or move anything on the Premises that would interfere with a view of the Façades or be incompatible with the historic or architectural character of the Façades. c) Grantor shall at all times maintain the Façades in a good and operating condition (normal wear sound state of repair and tear excluded)maintain the structural soundness and safety of the Buildings. Except as provided in the casualty provisions of Paragraphs 5 and 7, this obligation to maintain shall require replacement, rebuilding, repair, and reconstruction whenever necessary to have the external nature of the Buildings at all times appear to be and actually be the same as the Façades. d) Grantor shall not erect or place on the Premises any Buildings or structures, including satellite receiving dishes, camping accommodations, or mobile homes, not presently on the Premises, except for temporary structures required for the, construction, repair, maintenance, or rehabilitation of the property, such as construction trailers. e) Grantor shall not display or place on the Premises any signs, billboards, awnings, or advertisements, except for those items currently existing in place at the time of this Agreement as depicted in Exhibit A; provided, however, that Grantor may with prior written approval from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, the Planning Director erect such signs or awnings as appropriate and applicable, will otherwise deal are compatible with the Collateral historic preservation purposes of this Easement and appropriate to identify the Premises and Buildings and any activities or businesses on the Premises or in all the Buildings. Such approval from Grantee shall not be unreasonably withheld. f) Grantor shall not make on the Premises any topographical changes, including but not limited to excavation. Notwithstanding the foregoing, Grantor may, with the prior written approval from and in the sole discretion of Grantee, make such ways additional topographical changes as are considered customary practice by owners consistent with and reasonably necessary to promote the historic preservation purposes of like propertythis Easement or the reasonable use and enjoyment of the Premises. (bg) Such Grantor will shall not sellallow or cause on the Premises any dumping of ashes, encumbertrash, lease, rentrubbish, or otherwise dispose any other unsightly or offensive materials. h) Grantor shall not allow or cause the Premises to be further subdivided without prior written permission of Grantee, nor shall the Grantor allow or transfer cause the Premises to be devised or conveyed except as a unit; provided, however, that Grantor shall be permitted to convert the Buildings into cooperatives or condominiums and to convey interests in the resulting cooperatives or condominium units, in which event Grantor shall form or cause to be formed in connection with such conveyance a single entity for the purposes of performing all obligations of Grantor and its successors under this Easement. i) Grantor shall not obstruct the substantial and regular opportunity of the public to view the exterior architectural features of any Collateral Buildings, structure, or right improvements of the Premises that are currently viewable from adjacent, publicly accessible areas such as public streets or interest thereinwalkways. j) Grantor shall permit Grantee’s representatives to inspect at all reasonable times the Premises, including the Façades and the Buildings, provided that Company reasonable advance notice is given to Grantor. Grantor agrees that representatives of Grantee shall be permitted to enter and inspect the interior of the Buildings to ensure maintenance of structural soundness and safety; inspection of the interior will not, in the absence of evidence of deterioration, take place more often than annually, and may sell, lease, transfer, license or otherwise dispose involve reasonable testing of interior structural condition. Inspection of the interior will be made at a time mutually agreed upon by Grantor and Grantee. k) Grantor shall deliver to Grantee copies of any notice, demand, or letter of the Collateral consisting violation received by Grantor from any government authority within five (5) days of (i) the sale of inventory in the ordinary course of businessreceipt by Grantor. Upon Grantee’s request, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or promptly furnish Grantee with respect to any evidence of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements such notice, demand, or letter, if compliance is required by law. l) Except for the lien(s) or encumbrance(s) of Section 4 hereof necessary a mortgage or deed of trust, Grantor shall cause to perfect be satisfied or release any other lien or claim of lien that may hereafter come to exist against the Collateral Agent’s security Premises which would have priority over any of the rights, title, or interest hereunder, including without limitation, delivery hereunder of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral AgentGrantee.

Grantor’s Covenants. Each Grantor hereby covenants and agrees to and with Grantee as follows: (a) Such Grantor will keep notify Grantee in writing (but without any right of approval or denial on the Collateral part of Grantee) of any termination, substitution or material modification of any Leases involving 10,000 or more Kogex Xxx Square Feet (as defined in reasonably good repair, working order and operating condition (normal wear and tear excludedthe Loan Agreement), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.; (b) Such Grantor hereby acknowledges that any and all Rents collected or received by Grantor after the occurrence of an Event of Default will be the property of Grantee, which if received and collected by Grantor, will be considered received and collected on Grantee's behalf and as Grantee's agent, and will be held by Grantor in trust for the benefit of Grantee, and Grantor will deliver all such sums to Grantee immediately upon Grantor's request therefor; (c) In accordance with sound business judgment, Grantor will use its reasonable best efforts, at its cost and expense, to observe, perform and discharge, or cause to be observed, performed and discharged, all of the obligations and undertakings of Grantor or its agents under the Leases, and will use its best efforts, in accordance with sound business judgment, to enforce or secure, or cause to be enforced or secured, the performance of each and every obligation and undertaking of the respective tenants under the Leases, and will appear in and defend, at its cost and expense, any action or proceeding arising under or in any manner connected with the Leases or the obligations and undertakings of any tenant thereunder. Grantor will not selldo or permit to be done anything to impair the security thereof, encumberincluding without limitation the execution of any other assignment of Grantor's interest in the Leases or the Rents, leasewithout Grantee's prior written consent; (d) Grantor authorizes and directs each and every present and future tenant under the Leases to pay all Rent to Grantee upon receipt of written demand from Grantee to so pay the same, rentand upon paying the same, such tenants will be relieved from all liability to Grantor for such Rent in all respects. To the extent not so provided by applicable law, each Lease will provide that, in the event of enforcement by Grantee of the remedies provided for by law or by this assignment of Leases and Rents, the tenant thereunder will, upon request of any person succeeding to the interest of Grantor as a result of such enforcement, automatically become the tenant of said successor in interest, without change in the terms or other provisions of such Lease. Any such successor in interest will not be bound by any payment of rent or additional rent made more than one (1) month in advance; (e) This assignment of Leases and Rents will not obligate Grantee to take any action or to incur expenses or perform or discharge any obligation, duty or liability of Grantor under any Lease, or otherwise dispose for the control, care, management, or repair of the Property; nor will it operate to make Grantee responsible or transfer liable for any Collateral waste committed on the Property by the tenants or any other parties or for any dangerous or defective condition of the Property, or for any act or omission relating to the management, upkeep, repair, or control of the Property that results in loss or injury or death to any person. Grantee will not be liable for any loss sustained by Grantor resulting from Grantee's failure to lease the Property after default. Grantor will and does hereby indemnify and agree to hold harmless Grantee from and against any and all liability, loss, cost, damage or expense which may be incurred under the Leases or by reason of this assignment of Leases and Rents and from any and all claims and demands whatsoever which may be asserted against Grantee by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in the Leases except to the extent the same is caused by the negligence of Grantee. Should Grantee incur any such liability under the Leases or by reason of this assignment of Leases and Rents or in defense of any such claims or demands, the amount thereof, including costs, expenses, and reasonable attorneys' and paralegals' fees and costs, will be secured hereby and Grantor will reimburse Grantee therefor immediately upon demand and upon the failure of Grantor so to do, Grantee may, at its option, declare all sums secured hereby immediately due and payable, or may charge the costs thereof to Grantor as an advance under the Notes; and (f) This assignment of Leases and Rents is made without prejudice to any of the rights and remedies possessed by Grantee under the Loan Agreement, and the right of Grantee to exercise its remedies under this assignment of Leases and Rents may be exercised by Grantee either prior to, simultaneously with, or interest thereinsubsequent to any action taken by it under the Loan Agreement. Each and every right, provided that Company may sellremedy and power granted to Grantee by this assignment of Leases and Rents will be cumulative and in addition to any other right, leaseremedy and power given by the Loan Agreement now or hereafter existing in equity, transferat law or by virtue of statute or otherwise. Nothing contained in this assignment of Leases and Rents, license and no act done or otherwise dispose omitted by Grantee pursuant to the powers and rights granted it hereunder, nor the failure of Grantee to avail itself of any of the Collateral consisting rights and remedies under this assignment of (i) the sale Leases and Rents, will be construed or deemed to be a waiver of inventory in the ordinary course any of businessGrantee's rights and remedies under this assignment of Leases and Rents, (ii) sales of worn-out nor will such exercise or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use omission to exercise of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit powers and rights granted Grantee hereunder be deemed to exist any Lien upon or with respect to any constitute a waiver of its property, except for Permitted Liensrights and remedies under the Loan Agreement. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each On a continuing basis, Grantor covenants shall ------------------- make, execute, acknowledge and agrees deliver, and file and record in the proper filing and recording places, all such instruments and documents, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as followsmay be necessary or advisable or may be requested by Administrative Agent or (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Interest Rate Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Interest Rate Agreement) under all Lender Interest Rate Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as "REQUISITE OBLIGEES") to carry out the intent and purposes of this Agreement, or for assuring, confirming or protecting the grant or perfection of security interest and the conditional assignment granted or purported to be granted hereby, to ensure Grantor's compliance with this Agreement or to enable Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing sentence, Grantor: (a) Such authorizes Administrative Agent in its sole discretion to modify this Agreement without first obtaining Grantor's approval of or signature to such modification by amending Schedule A thereof to include a reference to any right, title or interest in any existing Copyright, Registration or Copyright Right or any Copyright, Registration or Copyright Right acquired by Grantor will keep after the Collateral execution hereof or to delete any reference to any right, title or interest in reasonably good repairany Copyright, working order and operating condition (normal wear and tear excluded)Registration or Copyright Right in which Grantor no longer has or claims any right, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.title or interest; (b) Such Grantor will not sellshall, encumberfrom time to time, leasecause its books and records to be marked with such legends or segregated in such manner as Administrative Agent may reasonably specify, rent, and take or otherwise dispose cause to be taken such other action and adopt such procedures as Administrative Agent may reasonably specify to give notice of or transfer any Collateral or right or to perfect the security interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of and assignment in the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business.intended to be created hereby; (c) Such hereby authorizes Administrative Agent, in its sole discretion, to file one or more financing or continuation statements, and amendments thereto, relative to all or any portion of the Collateral without the signature of Grantor where permitted by law; (d) shall diligently keep reasonable records respecting the Collateral; (e) shall at all times keep at least one complete set of its records concerning substantially all of the Copyrights, Registrations and Copyright Rights at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Administrative Agent at least 30 days' prior written notice thereof; (f) shall notify Administrative Agent promptly of any change in Grantor's name, identity or corporate structure; (g) shall not create enter into any agreement that would or might in any material way impair or conflict with Grantor's obligations hereunder; (h) shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest and assignment to Administrative Agent with respect to the Collateral; (i) shall not permit the inclusion in any contract to which it becomes a party of any provision that could impair or prevent the creation of a security interest in Grantor's rights and interest in any property included within definitions of the Copyrights, Copyright Registrations and Copyright Rights acquired under such contracts; (j) shall properly maintain and care for the Collateral; (k) shall not grant or permit to exist any Lien upon in the Collateral or with respect to any of its property, portion thereof except for Permitted Liens; (l) upon any officer of Grantor obtaining knowledge thereof, shall promptly notify Administrative Agent in writing of any event that may materially adversely affect the value of the Collateral, the ability of Grantor or Administrative Agent to dispose of the Collateral or any portion thereof or the rights and remedies of Administrative Agent in relation thereto including, without limitation, the levy of any legal process against the Collateral or any portion thereof; (m) shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (n) shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement. (do) Such Grantor shall (i) carry furnish to Administrative Agent from time to time statements and maintain insurance at its expense of the types schedules further identifying and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify describing the Collateral Agent in writing in the event of any material damage and such other materials evidencing or reports pertaining to the Collateral from any source whatsoever.as Administrative Agent may reasonably request, all in reasonable detail; (fp) Such Grantor will shall not (i) move its principal place do any act or omit to do any act whereby any of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral may become abandoned; (q) shall notify Administrative Agent immediately and such Grantor's prior compliance with all applicable requirements in writing of Section 4 hereof necessary to perfect any claim of infringement of any of the Collateral Agent's security interest hereunder.by any third party and of all steps, including the commencement and course of litigation, taken to remedy such infringement; and (gr) Such Grantor shall not establish any additional Deposit Account use proper statutory copyright notice with respect to all copies or securities account not listed on Schedule 1-B, except upon prior written notice to phonorecords of the Collateral Agent and such Grantor’s compliance with all applicable requirements works which are the subject of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral AgentCollateral.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) owned by it except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Reimbursement Agreement. (f) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoeverwhatsoever which could reasonably be expected to have a Material Adverse Effect. (fg) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A D , (iii) change its jurisdiction of incorporation or organization, or (iiiv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-AE, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (gh) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated and maintained in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (i) Such Grantor shall not establish any additional Deposit Account not listed on Schedule 1-B, or securities account any Investment Account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s 's compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s 's security interest hereunder. With respect to account number 9428391015 (the "Disbursement Account") maintained at Lender, including without limitationthe Grantors agree that they shall not deposit or transfer cash or other assets into such Disbursement Account, delivery or permit any cash or other asset to be deposited or transferred into such Disbursement Account, or maintain a positive balance in such Disbursement Account, except that cash may be transferred from other accounts at Lender into such Disbursement Account for the sole purpose of duly executed account control agreements by all necessary parties, clearing outstanding checks issued from such Disbursement Account in form and substance satisfactory to the Collateral Agentordinary course of business.

Grantor’s Covenants. Each Grantor covenants and agrees as followswarrants that unless compliance is waived by Secured Party in writing: (a) Such Grantor will keep properly preserve the Collateral; defend the Collateral in reasonably good repair, working order against any adverse claims and operating condition (normal wear demands; and tear excluded), keep accurate Books and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like propertyRecords. (b) Grantor has notified Secured Party in writing of, and will notify Secured Party in writing prior to any change in the locations of (i) Grantor's place of business or Grantor's chief executive office if Grantor has more than one place of business and (ii) any Collateral, including the Books and Records. (c) Grantor will notify Secured Party in writing prior to any change in Grantor's name, identity or business structure. (d) Grantor will maintain and keep in force insurance covering Collateral designated by Secured Party against fire and extended coverages. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to Secured Party and include a loss payable endorsement in favor of Secured Party in a form acceptable to Secured Party. (e) Grantor has not granted and will not grant any security interest in any of the Collateral except to Secured Party and the security interest of the holders of the Senior Discount Notes and the New Notes, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, except the security interest of Secured Party and to the holders of the (i) Senior Discount Notes and (ii) New Notes. (f) Grantor will not sell, encumber, lease, rentagree to sell or lease, or otherwise dispose of, or remove from Grantor's place of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of business (i) the sale of any inventory except in the ordinary course of business, business as heretofore conducted by Grantor or (ii) sales any other Collateral except with the prior written consent of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of businessSecured Party. (cg) Such Grantor shall not create will promptly notify Secured Party in writing of any event which affects the value of any Collateral, the ability of Grantor or permit Secured Party to exist dispose of any Lien upon Collateral, or with respect to any the rights and remedies of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and Secured Party in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such personrelation thereto, including, but not limited to, firethe levy of any legal process against any Collateral and the adoption of any marketing order, property damage and worker's compensationarrangement or procedure affecting the Collateral, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agentwhether governmental or otherwise. (eh) Such Grantor will promptly notify If any Collateral is or becomes the Collateral Agent in writing in the event subject of any material damage negotiable document of title including any warehouse receipt or bill of lading, Grantor shall xxxxdiately deliver such document to the Collateral from any source whatsoeverSecured Party. (fi) Such Until Secured Party exercises its rights to make collection, Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with diligently collect all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunderCollateral. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each In addition to the other covenants and ------------------- agreements set forth herein and in the other Loan Documents, each Grantor covenants and agrees as follows: (a) Such Each Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor. (b) The Collateral will not be used in violation of any material law, regulation or ordinance or any Requirement of Law applicable to the Grantor owning it, nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Each Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Each Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral AgentCollateral. (e) Such Each Grantor will maintain all insurance coverage required pursuant to the Loan Documents. (f) Each Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor None of the Grantors will not (i) establish any location of Inventory or Equipment not listed on Schedule B hereto, (ii) move its principal place ---------- of business business, chief executive offices or any other office listed in on Schedule 1-A -------- C hereto or (iiiii) adopt, use or conduct business under any trade name or - other corporate or fictitious name not disclosed in on Schedule 1-A3.5C to the ------------- Credit Agreement hereto, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such each Grantor's prior compliance with all applicable requirements of Section 4 5 hereof necessary to perfect the Collateral AgentLender's security interest hereunder. (gh) Such No Grantor shall not establish withdraw as a member of any additional Deposit Account Pledged Entity, or securities account not listed on Schedule 1-Bfile or pursue or take any action which may, except upon prior written notice directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or seek a partition of any property of any Pledged Entity. (i) Subject to the Collateral Agent and such Grantor’s compliance with all applicable requirements provisions of Section 4 hereof 16(j) hereof, each Grantor agrees to take any action which the Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to perfect enable the Collateral Agent’s security interest hereunderLenders to exercise and enjoy the full rights and benefits granted to them by this Agreement, including without limitation, delivery the use of duly executed account control agreements each Grantor's best efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated by all necessary parties, in form and substance satisfactory to the Collateral Agentthis Agreement for which such approval is required by law.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act. (d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (be) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) owned by it except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of businessfailure to do so could not reasonably be expected to have a Material Adverse Effect. (cf) Such Grantor shall not create or permit will maintain all insurance coverage required pursuant to exist any Lien upon or with respect to any the terms of its property, except for Permitted Liensthe Purchase Agreement. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (eg) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoeverwhatsoever which could reasonably be expected to have a Material Adverse Effect. (fh) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 13-A D, (iii) change its jurisdiction of incorporation or organization, or (iiiv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 13-AE, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (gi) Such Grantor shall not establish cause all of its equipment constituting Collateral owned by it to be operated in accordance with any additional Deposit Account applicable manufacturer's manuals or securities account not listed on Schedule 1-Binstructions and the requirements of its insurance policies. Such Grantor, except at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (j) Such Grantor shall, promptly, upon prior written notice the release of all Liens related to the Collateral Agent and such Grantor’s compliance with NAS Agreement, take all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunderactions necessary, including including, without limitation, delivery the actions contemplated in Section 8 hereof, to grant to the Agent, for the ratable benefit of the Investors, a security interest in such Grantor's right, title and interest in and to such Exempted Collateral. (k) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly executed account control agreements by comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets. (l) Such Grantor shall maintain in all material respects, all necessary partiesfranchises, in form permits, licenses and substance satisfactory other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it. (m) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Collateral Agent. (n) Immediately upon the receipt by the applicable Grantor of any payment in respect of the Certificate of Deposit held at People's Bank, bearing account number 116-800213-08, the applicable Grantor shall transfer the amount of xxxx xxxxxxx to the Deposit Account held at Fleet Bank bearing account number 9407715973.

Grantor’s Covenants. Each The Grantor covenants and agrees as followsthat it shall: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make and at all necessary and proper repairsreasonable times allow the Bank, renewalswith reasonable prior notice, replacementsby or through any of its officers, additions and improvements thereto andagents, as appropriate and applicableattorneys, will otherwise deal with or accountants, to examine or inspect the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will and obtain not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any more than once annually valuations and audits of the Collateral consisting of (i) at the sale of inventory Grantor's expense, which expense shall not exceed $5,000 per audit. The Grantor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Bank may reasonably require to vest in and assure to the ordinary course of business, (ii) sales of worn-out Bank its rights hereunder and in or obsolete equipment in to the ordinary course of businessCollateral, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such personproceeds thereof, including, but not limited to, firewaivers from landlords, property damage warehousemen and workermortgagees if the Grantor is able to obtain such waivers through the Grantor's compensation, such insurance reasonable efforts; (b) keep the Collateral in good order and repair at ail times; (c) only use or permit the Collateral to be used in such form accordance with all applicable federal, state, county and municipal laws and regulations; and (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as is carried customary with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event same or similar businesses. The policies of any material damage all such casualty insurance shall contain standard Lenders Loss Payable Clauses issued in favor of the Bank under which all losses thereunder shall be paid to the Collateral from any source whatsoever. Bank as the Bank's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (f30) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent Bank and such shall insure the Bank notwithstanding the act or neglect of the Grantor's prior compliance with all applicable requirements . Upon demand of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Bank, the Grantor shall not establish any additional Deposit Account furnish the Bank with duplicate original policies of insurance or securities account not listed on Schedule 1-Bsuch other evidence of insurance as the Bank may require. In the event of failure to obtain insurance as herein provided, except upon prior written notice the Bank may, at its option, obtain such insurance and the Grantor shall pay to the Collateral Agent Bank, on demand, the cost thereof. Should an Event of Default have occurred and such Grantor’s compliance with be continuing which is not cured within ten days of written notice, proceeds of insurance may be applied by the Bank to reduce the Obligations or to repair or replace Collateral, all applicable requirements in the Bank's sole discretion. In all other circumstances, proceeds of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory insurance shall be released to the Collateral AgentBorrower.

Grantor’s Covenants. Each The Grantor covenants and agrees as followsthat it shall: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make and at all necessary and proper repairsreasonable times allow the Bank, renewalswith reasonable prior notice, replacementsby or through any of its officers, additions and improvements thereto andagents, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rentattorneys, or otherwise dispose accountants, to examine or inspect the Collateral, notify, at any time after the occurrence and during the continuance of or transfer any Collateral or right or an Event of Default, account debtors of the Bank's security interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any in accounts and obtain not more than once annually valuations and audits of the Collateral consisting of (i) at the sale of inventory Grantor's expense. The Grantor shall do, obtain, make, execute and deliver all such additional and further acts, things, deeds, assurances and instruments as the Bank may reasonably require to vest in and assure to the ordinary course of business, (ii) sales of worn-out Bank its rights hereunder and in or obsolete equipment in to the ordinary course of businessCollateral, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such personproceeds thereof, including, but not limited to, firewaivers from landlords, property damage warehousemen and worker's compensationmortgagees and the execution of appropriate Riders with respect to patents and copyrights if the Grantor seeks to register its rights in any such patents or copyrights with either the United States Patent and Trademark Office or with the United States Library of Congress, such insurance as applicable; (b) keep the Collateral in good order and repair at all times ordinary wear and tear and obsolescence excepted; (c) only use or permit the Collateral to be used in such form accordance with all applicable federal, state, county and municipal laws and regulations; and (d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as is carried customary with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event same or similar businesses. The policies of any material damage all such casualty insurance shall contain standard Lender's Loss Payable Clauses issued in favor of the Bank under which all losses thereunder shall be paid to the Collateral from any source whatsoever. Bank as the Bank's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (f30) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent Bank and such shall insure the Bank notwithstanding the act or neglect of the Grantor's prior compliance with all applicable requirements . Upon demand of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Bank, the Grantor shall not establish any additional Deposit Account furnish the Bank with duplicate original policies of insurance or securities account not listed on Schedule 1-Bsuch other evidence of insurance as the Bank may require. In the event of failure to obtain insurance as herein provided, except upon prior written notice the Bank may, at its option, obtain such insurance and the Grantor shall pay to the Collateral Agent and such Grantor’s compliance with Bank, on demand, the cost thereof. Proceeds of insurance may be applied by the Bank to reduce the Obligations or to repair or replace Collateral, all applicable requirements of Section 4 hereof necessary to perfect in the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral AgentBank's sole discretion.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Loan Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral will not be used in violation of any applicable material law, regulation or ordinance (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Loan Agreement. (f) Such Grantor will promptly notify the Collateral Agent Lender in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor will not (i) establish any location of Collateral not listed in Schedule 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A D or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-AE, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent Lender and such Grantor's ’s prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's Lender’s security interest hereunder. (gh) Such Grantor shall cause all of its equipment constituting Collateral to be operated and maintained in accordance with any applicable manufacturer’s manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. If maintenance is mandated by the manufacturer, such Grantor shall obtain and keep in effect at all times while the Obligations are outstanding maintenance service contracts with the vendor of such equipment or suppliers approved by Lessor, such approval not to be unreasonably withheld. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be immediately paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (i) Such Grantor shall not establish any additional Deposit Account or securities account Investment Account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent Lender and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral AgentLender’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to Lender. (j) Such Grantor covenants to Lender that any Pledged Securities (other than Equity Securities of a Foreign Subsidiary) held by them shall be in certificated form (as contemplated by Division 8 of the Collateral AgentUniform Commercial Code), and that it will not seek to convert all or any part of any Pledged Securities into uncertificated form (as contemplated by Division 8 of the Uniform Commercial Code). (k) Such Grantor will (a) not at any time cause or permit any Subsidiary that is an issuer of Pledged Securities to issue any capital stock or any warrant options or other rights to acquire any capital stock, other than to such Grantor or as otherwise permitted under the Loan Agreement and (b) pledge to Lender in accordance with the terms hereof, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock or other securities of each issuer of Pledged Securities. (l) Such Grantor will (a) not at any time cause or permit any Pledged Entities to issue any additional membership interests or any other rights or options to acquire any additional limited liability company interests, other than to the Grantors or as otherwise permitted under the Loan Agreement, and (b) pledge to Lender in accordance with the terms hereof, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Limited Liability Company Interests of each Pledged Entity. (m) Such Grantor will (a) not at any time cause or permit any Pledged Partnership Entities to issue any additional partnership interests or any other rights or options to acquire any additional partnership interests, other than to the Grantors or as otherwise permitted under the Loan Agreement, and (b) pledge to Lender in accordance with the terms hereof, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Partnership Interests of each Pledged Partnership Entity.

Grantor’s Covenants. Each The Grantor covenants and agrees as followswill not do or permit to be done to, in, upon or about any portion of the Property, anything that may in any manner impair the value thereof, or weaken, diminish or impair the security of this Mortgage. In furtherance of the foregoing: 6.1 Until the occurrence of an Event of Default, Grantor may: (a) Such remain in possession and control of the Property; (b) use, operate or manage the Property; and (c) collect the Rents from the Property. 6.2 Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. 6.3 Grantor shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will keep not remove, or grant to any other party the Collateral right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender’s prior written consent. 6.4 Grantor shall not demolish or remove any Improvements from the Real Property without Lxxxxx’s prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. 6.5 Grantor shall permit Lender to enter the Real Property at any time upon reasonable advance notice (except in reasonably good repairthe event of an emergency in which case no notice shall be required), working order and operating condition during normal business hours (normal wear and tear excludedexcept in the event of an emergency in which case Lender may enter at any time), and from time to time make all necessary in a manner that does not unreasonably interrupt Grantor’s use and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal enjoyment of the Real Property for the purpose of inspecting Grantor’s compliance with the Collateral in all such ways as are considered customary practice by owners terms and provisions of like propertythis Mortgage. 6.6 Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans With Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Gxxxxxx has notified Lxxxxx in writing prior to doing so and so long as, in Lxxxxx’s sole opinion, Lxxxxx’s interest in the Property are not jeopardized. Lender may require Grantor to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lxxxxx’s interest. 6.7 Grantor shall not to abandon or leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this Section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property. 6.8 Grantor shall promptly repair, restore or rebuild any buildings or other Improvements now or hereafter on the Property which may become damaged or be destroyed by any cause whatsoever (excluding minor inconsequential damage costing less than Ten Thousand Dollars ($10,000.00) to repair which does not materially impair the value or utility of the Improvements), so that upon completion of the repair, restoration and rebuilding of said buildings and Improvements there will not be any liens of any nature arising out of said repair, restoration and rebuilding, and the Property will have a commercial value at least as great as the commercial value of the Property prior to such damage or destruction. 6.9 Grantor shall not directly or indirectly, without Lxxxxx’s prior written consent, create, incur, permit to exist or assume any mortgage, pledge or other lien or claim for lien or encumbrance upon the Property or any part thereto other than: (a) the lien and security interest of Lender as created by this Mortgage and any other documents evidencing, securing or referring to the Note; and (b) Such the permitted liens, charges or encumbrances set forth in Exhibit B attached hereto (the “Permitted Encumbrances”). In the event of the creation, incurrence or existence of any such lien, claim for lien or encumbrance, Grantor will not sell, encumber, lease, rentshall cause the same to be satisfied or removed, or otherwise dispose shall bond over the same to Lender’s satisfaction within ninety (90) days of the creation, incurrence or transfer attachment thereof to the Property. 6.10 Except as provided in the Loan Agreement, Grantor shall not make any Collateral alterations to any part of the Property without the prior written consent of Lender 6.11 Grantor shall promptly notify Lender in writing of: (a) any loss or right damage to any part of the Property that exceeds Fifty Thousand Dollars ($50,000.00) in any single instance; (b) any material change, whether contemplated, pending or interest thereinfinal, provided that Company may sell, lease, transfer, license or otherwise dispose in the assessment of any part of Property by taxing authorities or in the zoning classification; (c) the actual or threatened commencement of any proceedings under condemnation or eminent domain affecting any part of the Collateral consisting Property, including those proceedings relating to severance and consequential damage and change in grade of streets, copies of any and all papers served in connection with any such proceedings to be delivered to Lender upon such service; and (id) any other action, whether contemplated (when known to Grantor), pending or final, by any public authority or otherwise, that could affect the sale value of inventory any part of the Property. 6.12 Grantor shall not suffer or permit any change in the ordinary course general nature of businessthe occupancy of the Property, (ii) sales without the prior written consent of worn-out Lender. 6.13 Grantor shall not grant any easement or obsolete equipment dedication, file or record any plat, condominium declaration or restriction, or initiate or acquiesce in any zoning reclassification or similar changes in applicable laws, rules and ordinances, without the ordinary course prior written consent of business, and (iii) non-exclusive licenses and similar arrangements for the Lender. 6.14 Grantor shall not make or permit any use of the property Property that could with the passage of Company time result in the ordinary course creation of businessany right of user, or any claim of adverse possession or easement on, to or against any part of the Property in favor of any person or the public. (c) Such 6.15 Grantor shall maintain all operating, deposit and similar accounts relating to the Property and all escrow and reserve accounts required hereunder with Lxxxxx. 6.16 Grantor shall not create enter into any Lease (or permit to exist any Lien upon binding letter of intent or binding term sheet with respect to any thereto) without obtaining the prior written consent of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such personLender, including, but not limited to, fireLxxxxx’s approval of the proposed tenant, property damage the proposed guarantor, if any, rental rate, tenant improvement allowance (if applicable), term, the form of the proposed Lease, and worker's compensationthe financial statements of the proposed tenant and the proposed guarantor, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agentif required by Lender. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each Grantor represents, covenants and agrees as followswarrants that, unless compliance is waived by Lender in writing: (a) Such Grantor will keep properly preserve the Collateral; defend the Collateral in reasonably good repair, working order against any adverse claims and operating condition (normal wear demands; and tear excluded), keep accurate Books and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like propertyRecords. (b) Such Grantor was formed under the laws of the state of Delaware. Grantor shall give Lender at least thirty (30) days notice before changing its state of formation. Grantor will notify Lender in writing prior to any change in the location of any Collateral, including the Books and Records. (c) Grantor will notify Lender in writing prior to any change in Grantor’s name, identity or business structure. (d) Unless otherwise agreed, Grantor has not granted and will not grant any security interest in any of the Collateral except to Lender, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of Lender. (e) Grantor will promptly notify Lender in writing of any event which affects the value of the Collateral, the ability of Grantor or Lender to dispose of the Collateral, or the rights and remedies of Lender in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise. (f) Grantor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect Lender’s security interest (collectively, the “Collateral Costs”). Without waiving Grantor’s default for failure to make any such payment, Lender at its option may pay any such Collateral Costs, and discharge encumbrances on the Collateral, and such Collateral Costs payments shall be a part of the Indebtedness and bear interest at the rate set out in the Indebtedness. Grantor agrees to reimburse Lender on demand for any Collateral Costs so incurred. (g) Until Lender exercises its rights to make collection, Grantor will diligently collect all Collateral. (h) If any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or xxxx of lading, Grantor shall immediately deliver such document to Lender, together with any necessary endorsements. (i) Grantor will not sell, encumber, lease, rentagree to sell or lease, or otherwise dispose of or transfer any Collateral or right or interest thereinexcept with the prior written consent of Lender; provided, provided however, that Company Grantor may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of sell inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (cj) Such Grantor shall not create or permit will maintain and keep in force all insurance required pursuant to exist any Lien upon or with respect to any of its property, except for Permitted Liensthe Loan Agreement. (dk) Such Grantor shall (i) carry and maintain insurance at its expense will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless Grantor first obtains the written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by Lender of the types and in the amounts customarily carried by others engaged in substantially the same business as Collateral from such person and operating in the same geographic area as such person, including, but not limited to, fire, real property damage and worker's compensation, such insurance to or fixture. Such written consent shall be in form and substance acceptable to Lender and shall provide that Lender has no liability to such form as is carried with companies and in amounts satisfactory to Collateral Agentowner, holder of any lien, or any other person. (el) Such Schedule 1 to this Agreement is a complete list of all patents, trademark and service xxxx registrations, copyright registrations, mask work registrations, and all applications therefor, in which Grantor has any right, title, or interest, throughout the world. To the extent required by Lender in its discretion, Grantor will promptly notify the Collateral Agent in writing in the event Lender of any material damage to acquisition (by adoption and use, purchase, license or otherwise) of any patent, trademark or service xxxx registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks and copyrights, throughout the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business world, which are granted or any other office listed in Schedule 1-A filed or (ii) adopt, use acquired after the date hereof or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account which are not listed on Schedule 1-B. Grantor authorizes Lender, without notice to Grantor, to modify this Agreement by amending Schedule 1 to include any such Collateral. (m) Grantor will, at its expense, diligently prosecute all patent, trademark or service xxxx or copyright applications pending on or after the date hereof, will maintain in effect all issued patents and will renew all trademark and service xxxx registrations, including payment of any and all maintenance and renewal fees relating thereto, except upon for such patents, service marks and trademarks that are being sold, donated or abandoned by Grantor pursuant to the terms of its intellectual property management program. Grantor also will promptly make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. Grantor will at its expense protect and defend all rights in the Collateral against any material claims and demands of all persons other than Lender and will, at its expense, enforce all rights in the Collateral against any and all infringers of the Collateral where such infringement would materially impair the value or use of the Collateral to Grantor or Lender. Grantor will not license or transfer any of the Collateral, except for such licenses as are customary in the ordinary course of Grantor’s business, or except with Lender’s prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agentconsent.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Financing Documents, and except as otherwise expressly set forth in the Credit Agreement, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, governmental charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor. (b) The Collateral will not be used in violation in any material respect of any law, regulation or ordinance applicable to such Grantor, nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral AgentCollateral. (e) Such Grantor will maintain all insurance coverage required pursuant to the Financing Documents. (f) Such Grantor will promptly notify the Collateral Agent Agents in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or chief executive office, (ii) adoptcreate any chattel paper in an amount in excess of $1,000,000 without promptly placing a legend on the chattel paper reasonably acceptable to the Collateral Agent indicating the Secured Parties’ security interest therein or (iii) change its legal name, use its place of incorporation, formation or conduct business under any trade name organization (as applicable) or other corporate or fictitious name not disclosed its state organizational identification number, from those specified in the preamble to this Agreement and Schedule 1-AE, except, except in each case, case described above upon not less than 30 days 10 days’ prior written notice to the Collateral Agent Agents and such Grantor's ’s prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary reasonably desirable to perfect the Collateral Agent’s security interest hereunderhereunder for the benefit of the Secured Parties. (h) Such Grantor will give the Agents prompt notice after it acquires any Letter of Credit in an amount in excess of $1,000,000 issued for the benefit of such Grantor. (i) Such Grantor will give the Agents notice of any “intent-to-use” filing which is delivered to or made with the United States Patent and Trademark Office regarding a trademark or service xxxx no less frequently than quarterly. (j) Commencing with the fiscal quarter ending on or about December 31, including without limitation2011, the Borrower will provide to the Agents, concurrently with the delivery of duly executed account control agreements the certificate of a Financial Officer of the Borrower as required by Section 5.01(d) of the Credit Agreement, updated versions of the Schedules to this Agreement (provided that if there have been no changes to any such Schedules since the previous updating thereof required hereby, the Borrower shall indicate that there has been “no change” to the applicable Schedule(s)). Nothing in this Section 8(j) shall limit the obligation of any Grantor to provide earlier notice of the information set forth in such Schedule to the extent required by the terms of this Agreement or any other Loan Document. (k) Forthwith following execution of this Agreement, each Grantor incorporated in the British Virgin Islands (including MK Holdings, MKC and MK International) (each a “BVI Grantor”) shall: (i) until the full and final unconditional discharge and release of the security granted or otherwise constituted pursuant to this Agreement (the “Discharge Date”), keep and maintain a register of charges (the “Register of Charges”), at such BVI Grantor’s registered office (the “Registered Office”) in the British Virgin Islands (the “BVI”), in accordance with Section 162(1) of the BVI Business Companies Act, 2004 (the “BVI Business Companies Act”); (ii) until the Discharge Date, enter into the Register of Charges (and maintain therein) appropriate particulars of the security granted or otherwise constituted by this Agreement and any other security granted or otherwise constituted by such BVI Grantor in favour of the Collateral Agent (collectively the “Security”) (which particulars shall include all necessary partiesparticulars required to be kept in such Register of Charges pursuant to the provisions of Section 162(1) of the BVI Business Companies Act), such particulars to be in form and substance reasonably satisfactory to the Collateral Agent; (iii) provide a copy of the Register of Charges (containing all such particulars as referred to foregoing) to the Agents (such copy of the Register of Charges being certified, by a Director of such BVI Grantor, as a “true, accurate and complete copy of the original”); and (iv) register, or cause to be registered, in accordance with Section 163 of the BVI Business Companies Act, appropriate particulars of the Security with the Registrar of Corporate Affairs (the “Registrar”) in the BVI (such particulars to be in form and substance satisfactory to the Collateral Agent), and such BVI Grantor shall cause such registration to be maintained until the Discharge Date, and such BVI Grantor shall forthwith, following such registration in accordance with Section 163 of the BVI Business Companies Act as referred to foregoing, provide a copy of the certificate of registration (as issued by the Registrar pursuant to Section 163(4)(b) of the BVI Business Companies Act) for the Security to the Agents (such copy of the certificate of registration being certified, by a Director of such BVI Grantor, as a “true, accurate and complete copy of the original”).

Grantor’s Covenants. Each Grantor covenants and agrees with Grantee as follows: (a) Such 2.1 Grantor will keep holds good and indefeasible leasehold interest in the Collateral Site pursuant to the Site Lease and Easement and good and marketable title in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral fee simple in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any those portions of the Collateral consisting of (i) Premises not constituting the sale of inventory in the ordinary course of businessSite, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its propertyfree from encumbrances, except for Permitted LiensLiens and Permitted Exceptions, and has the right and power to, and may lawfully, mortgage the same, and Grantor shall and will warrant and defend the same to Grantee forever against the claims and demands of all persons, except as aforesaid. Grantor hereby agrees to execute and deliver, upon request of Grantee, such supplemental mortgages and security agreements (each a "Mortgage Supplement") as are necessary, in the sole discretion of Grantee, to make subject to the lien of this Mortgage Grantor's interest in such real and personal property, and interests therein, as shall be hereafter acquired by Grantor, with respect to the Premises. Such Mortgage Supplements shall be executed and delivered to Grantee, its successors and assigns, contemporaneously with or within ten (10) days after such request. Grantor does hereby irrevocably constitute and appoint Grantee as its true and lawful attorney-in-fact with full and irrevocable power and authority, coupled with an interest, in the place and stead of Grantor and in the name of Grantor for the purpose of executing such Mortgage Supplements and any and all additional instruments which Grantee, in its sole discretion, deems necessary to secure Grantee's right hereunder, in the event Grantor does not execute such Mortgage Supplements in a timely manner. 2.2 Grantor shall pay all sums secured hereby when due and shall perform all its obligations, covenants, agreements, terms, conditions and warranties contained herein or otherwise constituting Obligations. 2.3 Except as permitted pursuant to Sections 8.3 and 9.2 of the Loan Agreement, Grantor shall pay, when due, all taxes and assessments of every type or nature levied or assessed against the Premises and any claim, lien or encumbrance against the Premises which may be or become prior to this Mortgage. 2.4 Grantor shall keep the Premises insured as provided in the Loan Agreement and the Site Lease. 2.5 Grantor (a) shall not remove, erect or demolish any building, structure or improvement now or hereafter erected upon the Premises or alter the design or structural character thereof and shall not remove, demolish or damage any of the Security hereunder, unless in compliance with the Loan Agreement or unless the Grantee shall first consent thereto in writing; (b) shall maintain the Premises in such good condition and repair as is necessary for the Facility to operate efficiently in accordance with the Performance Adequacy (as defined in the Loan Agreement), or to meet any applicable requirements of insurance policies and accepted industry standards for similar properties, provided, however, that Grantor is not hereby required to make any replacement, repair, betterment, renewal or addition not required by the Loan Agreement; (c) shall not commit or suffer waste thereof; and (d) Such shall comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the Premises including without limitation of the generality of the foregoing, any requirements of the New Jersey Department of Environmental Protection or other agency of federal, state or local government with respect to environmental conditions on the Premises, and will not permit any violation thereof, to the extent necessary to permit Grantor to continue to operate the Project in the manner contemplated by the Loan Agreement. 2.6 Anything herein to the contrary notwithstanding, Grantor shall remain liable under each contract, agreement or instrument included in the Security (ieach of which is herein referred to as an "Assigned Agreement") carry to observe and maintain insurance at its expense perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with and pursuant to the terms and provisions of each such Assigned Agreement. Grantee shall not have any obligation or liability under any Assigned Agreement by reason of or arising out of this Mortgage or the assignment to Grantee of any payment relating to any Assigned Agreement, nor shall Grantee be required or obligated in any manner (a) to perform or fulfill any of the types and obligations of Grantor under or pursuant to any Assigned Agreement; (b) to make any payment, or to make any inquiries as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Assigned Agreement; or (c) to present or file any claim, or to take any action, to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 2.7 At the request of Grantee, Grantor shall join with Grantee in executing one or more financing statements pursuant to the Uniform Commercial Code now in effect in the amounts customarily carried by others engaged State of New Jersey, in substantially form satisfactory to the Grantee, and shall pay the cost of filing or recording same business as such person and operating of filing and recording this Mortgage in all public offices wherever filing or recording is deemed in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance sole discretion of the Grantee to be in such form as is carried with companies necessary and in amounts satisfactory desirable. In addition, Grantor irrevocably authorizes Grantee to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of file at any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such time financing statements without Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agentexecution thereof, indicating Grantee's security interest hereunder. (g) Such 2.8 At any time the then existing use or occupancy of the Premises shall, pursuant to any zoning or other law, ordinance or regulation, be permitted only so long as such use or occupancy shall continue, Grantor shall not establish any additional Deposit Account cause or securities account not listed on Schedule 1-B, except upon permit such use or occupancy to be discontinued without the prior written notice consent of Grantee provided, however, that the foregoing shall not apply to any law, ordinance or regulation to the Collateral Agent extent preempted by operation of the Federal Power Act. 2.9 Upon written request therefor by Grantee to Grantor, Grantor shall pay to Grantee on a monthly basis as hereafter set forth a sum equal to the municipal and other governmental real estate and personal property taxes and other assessments next due on the Premises described in this Mortgage and all premiums next due for fire and other casualty insurance required of Grantor hereunder, less all sums already paid therefor, divided by the number of months to elapse not less than one (1) month prior to the date when said taxes and assessments will become delinquent and when such Grantor’s compliance premiums will become due. Should there be insufficient funds so deposited with Grantee for,said taxes, assessments and premiums when due, Grantor shall upon demand by Grantee promptly pay to Grantee amounts necessary to make such payments in full; any surplus funds may be credited toward future such taxes, assessments and premiums; if Grantee shall have commenced foreclosure proceedings, Grantor agrees that Grantee may apply such funds toward the payment of the Obligations without causing thereby a waiver of any rights, statutory or otherwise, and specifically such application shall not constitute a waiver of any rights statutory or otherwise, of the right of foreclosure hereunder. Grantor hereby assigns to Grantee all applicable the foregoing sums so held hereunder for such purpose. In the event Grantee requires Grantor to deposit funds with Grantee pursuant to this Section 2.9, Grantee shall use such funds to pay for all taxes, assessments and insurance relating to the Premises to the extent funds are available therefor. 2.10 Grantor shall submit to Grantee for Grantee's examination and approval in writing prior to the execution, delivery and commencement thereof, all leases, tenancies and occupancies of the Premises and any part thereof; any such leases, tenancies and occupancies not so approved shall not be valid; and Grantor at its cost and expense, upon request of Grantee, shall cause any parties in possession of the Premises under any such leases, tenancies and occupancies not so approved to vacate the Premises immediately; and Grantor acknowledges that Grantee may from time to time at its option enter upon the Premises and take any other action in court or otherwise to cause such parties to vacate the Premises; the costs and expenses of Grantee in so doing shall be paid by Grantor to Grantee on demand thereof and shall be part of the indebtedness secured by this Mortgage as costs and expenses incurred to preserve and protect the Security; such rights of Grantee shall be in addition to all its other rights as mortgagee, including the right of foreclosure, for breach by Grantor of the requirements of this Mortgage. 2.11 Except for Permitted Liens, and except as permitted by Section 4 hereof necessary 9.9 of the Loan Agreement, without Grantee's prior written consent, neither Grantor nor any subsequent owner of the Premises shall assign, mortgage or otherwise transfer or encumber the Premises or any part thereof, nor shall the Premises or any part thereof pass from Grantor or from any subsequent owner therefrom, either voluntarily, involuntarily, by operation of law or otherwise. This condition shall continue until all the Obligations are satisfied. Permission given or election not to perfect foreclose or accelerate said indebtedness by Grantee, its successors or assigns, as to any one such event, shall not constitute a waiver of any rights of Grantee, its successors or assigns, as to any subsequent such event as to which this condition shall remain in full force and effect. 2.12 Except as expressly required under any of the Collateral Agent’s security interest hereunderProject Documents, including without limitationGrantor shall not initiate, delivery join in or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions limiting or defining the uses which may be made of duly executed account control agreements the Premises of any part thereof. 2.13 If an Event of Default shall have occurred and be continuing (whether before or after the exercise by all necessary partiesGrantee of its right to obtain possession of the Premises and to cause Grantor to surrender possession of the Premises to Grantee), and if Grantor shall refuse to vacate the Premises upon demand by Grantee, Grantor shall pay to the Grantee, in form and substance satisfactory addition to the Collateral Agentobligations, the fair and reasonable rental value for the use and occupancy of the Premises and, upon default of any such payment, shall vacate and surrender possession of the Premises to Grantee, or its agent, attorney-in-fact or receiver, and in default thereof may be evicted by any summary action or proceeding provided by law for the recovery or possession of premises for nonpayment of rent.

Grantor’s Covenants. Each On a continuing basis, each Grantor covenants shall make, execute, acknowledge and agrees deliver, and file and record in the proper filing and recording places, all such instruments and documents, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as followsmay be necessary or advisable or may be requested by Secured Party to carry out the intent and purposes of this Agreement, or for assuring, confirming or protecting the grant or perfection of security interest granted or purported to be granted hereby, to ensure such Grantor's compliance with this Agreement or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing sentence, each Grantor: (a) Such authorizes Secured Party in its sole discretion after 10 days prior notice to such Grantor, to modify this Agreement without first obtaining any Grantors' approval of or signature to such modification by amending Schedule 1(a) thereof (i) to include a reference to any right, title or interest in any existing Copyrights or Mask Works acquired by any Grantor will keep after the execution hereof, (ii) to delete any reference to any right, title or interest in any existing Copyright or Mask Works in which Grantors no longer have or claim any right, title or interest, or (iii) to include a reference to any right, title or interest in any Copyrights or Mask Works acquired or created by any Grantor after the execution hereof; (b) shall, from time to time, upon Secured Party's request, cause its books and records to be marked with such legends or segregated in such manner as Secured Party may reasonably specify, and take or cause to be taken such other action and adopt such procedures as Secured Party may reasonably specify to give notice of or to perfect the security interest and assignment in the Collateral intended to be created hereby; (c) hereby authorizes Secured Party, in reasonably good repairits sole discretion, working order and operating condition (normal wear and tear excluded)to file one or more financing or continuation statements, and after 10 days' prior notice to Grantors, amendments thereto, relative to all or any portion of the Collateral without the signature of Grantor where permitted by law; (d) shall diligently keep reasonable records respecting the Collateral; (e) shall at all times keep at least one complete set of its records concerning substantially all of the Products and Proprietary Rights of a part of or relating to the collateral at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Secured Party at least 30 days' prior written notice thereof; (f) shall notify Secured Party promptly of any change in any Grantor's name, identity or corporate structure; (g) shall not enter into any agreement that would or might in any material way impair or conflict with such Grantor's obligations hereunder; (h) shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest and assignment to Secured Party with respect to the Collateral; (i) shall not permit the inclusion in any contract to which it becomes a party of any provision that could impair or prevent the creation of a security interest in such Grantor's rights and interest in any property included within definitions of the Products and/or Proprietary Rights acquired under such contracts; (j) shall use its best efforts to uncover any infringements of the Proprietary Rights and forthwith advise Secured Party in writing of any infringement discovered; (k) shall properly maintain and care for the Collateral; (l) shall not grant or permit to exist any Lien in the Collateral or any portion thereof except for Permitted Liens; (m) upon any officer of such Grantor obtaining knowledge thereof, shall promptly notify Secured Party in writing of any event that may materially adversely affect the value of the Collateral or any portion thereof, the ability of such Grantor or Secured Party to dispose of the Collateral or any portion thereof or the rights and remedies of Secured Party in relation thereto including, without limitation, the levy of any legal process against the Collateral or any portion thereof; (n) shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (o) shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith and except where any failure to pay would not have a Material Adverse Effect; provided that such Grantor shall in any event pay such taxes, assessments, governmental charges or levies not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against the such Grantor as a result of the failure to make such payment. (p) shall furnish to Secured Party from time to time make all necessary statements and proper repairs, renewals, replacements, additions schedules further identifying and improvements thereto and, as appropriate and applicable, will otherwise deal with describing the Collateral and such other materials evidencing or reports pertaining to the Collateral as Secured Party may reasonably request, all in all such ways as are considered customary practice by owners of like property.reasonable detail; (bq) Such Grantor will shall use its best efforts to uncover any infringement of the Proprietary Rights and forthwith advise Secured Party in writing of any infringement so discovered; (r) shall not sell, encumber, lease, rent, assign (by operation of law or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license otherwise) or otherwise dispose of any of the Collateral, except as permitted by the Indenture: (s) shall notify Secured Party immediately and in writing of any claim of infringement of any of the Collateral consisting by any third party and of (i) all steps, including the sale of inventory in the ordinary commencement and course of businesslitigation, taken to remedy such infringement; and (iit) sales of worn-out shall employ statutory notices in compliance with applicable legal requirements or obsolete equipment in as permitted to maximize the ordinary course of business, protection and (iii) non-exclusive licenses and similar arrangements for the use enforcement of the property of Company in the ordinary course of businessProprietary Rights. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each Grantor covenants Under the terms of the Purchase Agreement, the Grantors have conveyed to Grantee (and agrees as followsdo hereby confirm the conveyance of) the following: (a1) Such Grantor will keep The exclusive right to market, promote, rent, exchange and sell Purchaser Timeshare Interests (as defined below) at the Collateral in reasonably good repair, working order and operating condition Seller Resorts (normal wear and tear excludedas defined below), including, without limitation, the real property described on Exhibit A hereto (the "Property"). This exclusive right is subject to the right of Grantors and from time their affiliates to time make all necessary market, promote and proper repairssell Seller Timeshare Interests (as defined below) and the rights of third parties to market, renewals, replacements, additions promote and improvements thereto and, as appropriate and applicable, will otherwise deal with sell Timeshare Interests at portions of the Collateral in all such ways as are considered customary practice by owners of like propertyProperty which Grantee has declined to acquire pursuant to Section A(4) hereof. (b2) Such Grantor will The right to acquire one (1) parcel of real estate for development and sale of Purchaser Timeshare Interests (in not sellless than 200 units per location, encumberand developed in not less than five (5) phases of forty (40) Units each) at a to be agreed upon location within the Property (each such parcel is referred to herein as a "Development Parcel"), leasesubject to payment of any purchase price required under the Purchase Agreement. (3) From the date hereof until a date which is not later than thirty-six (36) months after the issuance to Purchaser of the first building permit authorizing the start of construction of Units (as defined in the Purchase Agreement) at any Development Parcel purchased under the Purchase Agreement (the "Option Date"), rentGrantee shall have the exclusive right to acquire parcels of real property for development of Purchaser Timeshare Interests thereon at the Seller Resorts and the Property. Grantee shall execute and record a certificate certifying the Option Date promptly after the issuance of such permit. (4) From the Option Date through the remainder of the term of this Memorandum (as defined in Section D(2) hereof), should Grantors or otherwise dispose either of or transfer any Collateral or right or interest therein, provided them determine that Company may sell, lease, transfer, license or otherwise dispose of they wish to make any of the Collateral consisting Property available for development of Purchaser Timeshare Interests, then Grantee shall have the exclusive right for a period of thirty (i30) days from receipt of notice of Grantors' intent to convey such parcel to either: (a) make a binding commitment to acquire such parcel at a purchase price established in accordance with the sale provisions of inventory in the ordinary course Purchase Agreement, or (b) to decline to acquire such parcel, whereupon Grantors may sell such Property within 180 days of businessGrantee's response at a price equal to or greater than the price at which such parcel was offered to Grantee. Grantors may permit any purchaser of such a parcel to market, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) on a non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensationbasis, such insurance purchaser's timeshare product at Grantors' resort, subject to be in Grantee's right to market Purchaser Timeshare Interests at such form as is carried with companies and in amounts satisfactory to Collateral Agentresort. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each Grantor covenants and agrees as follows: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-Aname, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each On a continuing basis, Grantor covenants shall make, execute, acknowledge and agrees deliver, and file and record in the proper filing and recording places, all such instruments and documents, including, without limitation, appropriate financing and continuation statements and security agreements, and take all such action as followsmay be necessary or advisable or may be requested by Administrative Agent or (i) Requisite Lenders or (ii) after payment in full of all Obligations under the Credit Agreement and the other Loan Documents, the holders of a majority of the aggregate notional amount (or, with respect to any Lender Interest Rate Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any early termination payments then due) under such Lender Interest Rate Agreement) under all Lender Interest Rate Agreements (Requisite Lenders or, if applicable, such holders being referred to herein as "Requisite Obligees") to carry out the intent and purposes of this Agreement, or for assuring, confirming or protecting the grant or perfection of security interest and the conditional assignment granted or purported to be granted hereby, to ensure Grantor's compliance with this Agreement or to enable Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to the Collateral. Without limiting the generality of the foregoing sentence, Grantor: (a) Such authorizes Administrative Agent in its sole discretion to modify this Agreement without first obtaining Grantor's approval of or signature to such modification by amending Schedule A thereof to include a reference to any right, title or interest in any existing Copyright, Registration or Copyright Right or any Copyright, Registration or Copyright Right acquired by Grantor will keep after the Collateral execution hereof or to delete any reference to any right, title or interest in reasonably good repairany Copyright, working order and operating condition (normal wear and tear excluded)Registration or Copyright Right in which Grantor no longer has or claims any right, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property.title or interest; (b) Such Grantor will not sellshall, encumberfrom time to time, leasecause its books and records to be marked with such legends or segregated in such manner as Administrative Agent may reasonably specify, rent, and take or otherwise dispose cause to be taken such other action and adopt such procedures as Administrative Agent may reasonably specify to give notice of or transfer any Collateral or right or to perfect the security interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of and assignment in the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business.intended to be created hereby; (c) Such hereby authorizes Administrative Agent, in its sole discretion, to file one or more financing or continuation statements, and amendments thereto, relative to all or any portion of the Collateral without the signature of Grantor where permitted by law; (d) shall diligently keep reasonable records respecting the Collateral; (e) shall at all times keep at least one complete set of its records concerning substantially all of the Copyrights, Registrations and Copyright Rights at its chief executive office as set forth above and will not change the location of its chief executive office or such records without giving Administrative Agent at least 30 days' prior written notice thereof; (f) shall notify Administrative Agent promptly of any change in Grantor's name, identity or corporate structure; (g) shall not create enter into any agreement that would or might in any material way impair or conflict with Grantor's obligations hereunder; (h) shall use its best efforts to obtain any necessary consents of third parties to the grant or perfection of a security interest and assignment to Administrative Agent with respect to the Collateral; (i) shall not permit the inclusion in any contract to which it becomes a party of any provision that could impair or prevent the creation of a security interest in Grantor's rights and interest in any property included within definitions of the Copyrights, Copyright Registrations and Copyright Rights acquired under such contracts; (j) shall properly maintain and care for the Collateral; (k) shall not grant or permit to exist any Lien upon in the Collateral or with respect to any of its property, portion thereof except for Permitted Liens; (l) upon any officer of Grantor obtaining knowledge thereof, shall promptly notify Administrative Agent in writing of any event that may materially adversely affect the value of the Collateral, the ability of Grantor or Administrative Agent to dispose of the Collateral or any portion thereof or the rights and remedies of Administrative Agent in relation thereto including, without limitation, the levy of any legal process against the Collateral or any portion thereof; (m) shall not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (n) shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent permitted under the Credit Agreement. (do) Such Grantor shall (i) carry furnish to Administrative Agent from time to time statements and maintain insurance at its expense of the types schedules further identifying and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify describing the Collateral Agent in writing in the event of any material damage and such other materials evidencing or reports pertaining to the Collateral from any source whatsoever.as Administrative Agent may reasonably request, all in reasonable detail; (fp) Such Grantor will shall not (i) move its principal place do any act or omit to do any act whereby any of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral may become abandoned; (q) shall notify Administrative Agent immediately and such Grantor's prior compliance with all applicable requirements in writing of Section 4 hereof necessary to perfect any claim of infringement of any of the Collateral Agent's security interest hereunder.by any third party and of all steps, including the commencement and course of litigation, taken to remedy such infringement; and (gr) Such Grantor shall not establish any additional Deposit Account use proper statutory copyright notice with respect to all copies or securities account not listed on Schedule 1-B, except upon prior written notice to phonorecords of the Collateral Agent and such Grantor’s compliance with all applicable requirements works which are the subject of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral AgentCollateral.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) owned by it except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Reimbursement Agreement. (f) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoeverwhatsoever which could reasonably be expected to have a Material Adverse Effect. (fg) Such Grantor will not (i), except for equipment located at such Grantor's customer's premises in the ordinary course of business, establish any location of Collateral owned by it not listed in SCHEDULE 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule SCHEDULE 1-A D , (iii) change its jurisdiction of incorporation or organization, or (iiiv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule SCHEDULE 1-AE, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section SECTION 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (gh) Such Grantor shall cause all of its equipment constituting Collateral owned by it to be operated and maintained in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (i) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule SCHEDULE 1-B, or any Investment Account not listed on SCHEDULE 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s 's compliance with all applicable requirements of Section SECTION 4 hereof necessary to perfect the Collateral Agent’s 's security interest hereunder. With respect to account number 9428391015 (the "DISBURSEMENT ACCOUNT") maintained at Lender, including without limitationthe Grantors agree that they shall not deposit or transfer cash or other assets into such Disbursement Account, delivery or permit any cash or other asset to be deposited or transferred into such Disbursement Account, or maintain a positive balance in such Disbursement Account, except that cash may be transferred from other accounts at Lender into such Disbursement Account for the sole purpose of duly executed account control agreements by all necessary parties, clearing outstanding checks issued from such Disbursement Account in form and substance satisfactory to the Collateral Agentordinary course of business.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral will not be used in violation of any material law, regulation or ordinance or any applicable laws (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to Section 6.01 of the Credit Agreement. (f) Such Grantor will promptly notify the Collateral Agent Bank in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor will not (i) establish any location of Collateral not listed in Schedule 2, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A 3 or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A4, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent Bank and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral AgentBank's security interest hereunder. (gh) Subject to the provisions of Section 15(j) hereof, such Grantor agrees to take any action which Bank may reasonably request in order to obtain from the FCC such approval as may be necessary to enable Bank to exercise and enjoy the full rights and benefits granted to them by this Agreement, including the use of such Grantor's best efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated by this Agreement or any other Operative Document for which such approval is required by law. (i) Such Grantor shall cause all of its equipment constituting Collateral to be operated and maintained in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. If maintenance is mandated by the manufacturer, such Grantor shall obtain and keep in effect at all times during the Term maintenance service contracts with the vendor of such equipment or suppliers approved by Lessor, such approval not establish any additional Deposit Account to be unreasonably withheld. All parts furnished in connection with such maintenance or securities account not listed on Schedule 1-Brepair shall immediately become part of such equipment. All such maintenance, except upon repair and replacement services shall be immediately paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. Upon prior written notice to Lessor, such Grantor may make improvements, modifications or additions to such equipment; provided, that if such improvements, modifications or additions are not capable of being removed without causing material damage to such equipment, then Lessor's prior written consent shall be required. Upon the Collateral Agent and return of such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunderequipment, including without limitationsuch Grantor shall, delivery of duly executed account control agreements by all necessary partiesat its expense, in form and substance satisfactory restore such equipment to the Collateral Agentoriginal configuration in accordance with the manufacturer's specifications; provided, that, with Lessor's prior written consent, such Grantor may return such equipment as so improved, modified or added to.

Grantor’s Covenants. Each The Grantor hereby covenants and agrees as follows: (a) Such The Grantor will keep shall rehabilitate the Collateral in reasonably good Subject Property according to the terms, conditions, and deadlines of a Rehabilitation Agreement (Exhibit A) to be entered into by the parties and signed by the President of the Board of Directors of the Alliance no later than , 201 , and, after rehabilitation, to continuously maintain, repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal administer the Subject Property herein described in accordance with the Collateral in all such ways Secretary of the Interior's Standards and Guidelines for Rehabilitation for Historic Structures (1995) so as are considered customary practice to preserve the historical integrity of features, materials, appearances, workmanship and environment of the Subject Property. Exhibit A is specifically incorporated herein by owners of like propertyreference. (b) Such The Grantor will shall not sellalter or expand the Subject Property in any manner that may significantly change the Building's exterior structure or appearance, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any without the prior written approval of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use President of the property Board of Company in Directors of the ordinary course of businessAlliance. (c) Such The Grantor and the Alliance hereby agree that the architectural features and finishes listed in the section of the Turnhalle Historic Structures Report titled “Classification of Spaces and Features” are elements which contribute to the architectural significance of the Subject Property. No removal, relocation, or significant alteration of the architectural features identified in the Turnhalle Historic Structures Report shall not create or permit to exist any Lien upon or with respect to any be made without the prior written approval of its property, except for Permitted Liensthe President of the Board of Directors of the Alliance. (d) Such Grantor shall (i) carry and maintain insurance at its expense Improvements located on the Subject Property may not be removed or demolished without the prior written approval of the types and in President of the amounts customarily carried by others engaged in substantially Board of Directors of the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral AgentAlliance. (e) Such The Grantor will promptly notify shall abide by all federal, state, and local laws and ordinances regulating the Collateral Agent in writing in rehabilitation, maintenance and use of the event of any material damage to the Collateral from any source whatsoeverSubject Property. (f) Such When seeking approvals under Paragraphs 4(b), (c) and (d), the Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior shall give written notice to the Collateral Agent and such Grantor's Alliance prior compliance with all applicable requirements of Section 4 hereof necessary to perfect making application to any state or local governmental agency having jurisdiction over the Collateral Agent's security interest hereunder. property. If the Alliance fails to respond within forty-five (g45) Such days, then the Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice have the right to proceed according to the Collateral Agent plans provided in such written notice. The Alliance's decisions under Paragraphs 4(b), (c) and such Grantor(d) shall be based on the Secretary of the Interior's Standards and Guidelines for Rehabilitation for Historic Structures (1995) (hereinafter “the Secretary’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form Standards”) and substance satisfactory to the Collateral Agentshall not be unreasonably withheld.

Grantor’s Covenants. Each In furtherance of the Easement herein granted, Grantor covenants undertakes of itself to do (and agrees to refrain from doing, as followsthe case may be) upon the Premises each of the following covenants, which contribute to the public purpose of significantly protecting and preserving the Façades: (a) Such Grantor will keep shall not demolish, remove, or raze the Collateral Façades without the prior express written permission of Grantee, and except as provided in reasonably good Paragraphs 6 and 7. b) Grantor shall not undertake any of the following actions without the prior express written permission of Grantee, signed by a duly authorized representative thereof: i) Increase or decrease the height of the Façades. ii) Adversely affect the structural soundness of the Façades. iii) Make any changes in the Façades including alteration, partial removal, construction, remodeling, or other physical or structural change, including any change in surfacing, with respect to the appearance or construction of the Façades, with the exception of the ordinary maintenance pursuant to Paragraph 2(c) below. DRAFT iv) Erect anything on the Premises or the Buildings which prohibits the Façades from being visible from the street level, except for a temporary structure during any period of approved alteration or restoration. v) Permit any significant reconstruction, repair, working order or refinishing of the Façades that alters its state from the existing condition. This subsection (v) shall not include ordinary maintenance pursuant to Paragraph 2(c) below. vi) Erect, construct, or move anything on the Premises that would interfere with a view of the Façades or be incompatible with the historic or architectural character of the Façades. c) Grantor shall at all times maintain the Façades in a good and operating condition (normal wear sound state of repair and tear excluded)maintain the structural soundness and safety of the Buildings. Except as provided in the casualty provisions of Paragraphs 5 and 7, this obligation to maintain shall require replacement, reBuildings, repair, and reconstruction whenever necessary to have the external nature of the Buildings at all times appear to be and actually be the same as the Façades. d) Grantor shall not erect or place on the Premises any Buildings or structures, including satellite receiving dishes, camping accommodations, or mobile homes, not presently on the Premises, except for temporary structures required for the, construction, repair, maintenance, or rehabilitation of the property, such as construction trailers. e) Grantor shall not display or place on the Premises any signs, billboards, awnings, or advertisements, except for those items currently existing in place at the time of this Agreement as depicted in Exhibit A; provided, however, that Grantor may with prior written approval from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, the Planning Director erect such signs or awnings as appropriate and applicable, will otherwise deal are compatible with the Collateral historic preservation purposes of this Easement and appropriate to identify the Premises and Buildings and any activities or businesses on the Premises or in all the Buildings. Such approval from Grantee shall not be unreasonably withheld. f) Grantor shall not make on the Premises any topographical changes, including but not limited to excavation. Notwithstanding the foregoing, Grantor may, with the prior written approval from and in the sole discretion of Grantee, make such ways additional topographical changes as are considered customary practice by owners consistent with and reasonably necessary to promote the historic preservation purposes of like propertythis Easement or the reasonable use and enjoyment of the Premises. (bg) Such Grantor will shall not sellallow or cause on the Premises any dumping of ashes, encumbertrash, lease, rentrubbish, or otherwise dispose any other unsightly or offensive materials. DRAFT h) Grantor shall not allow or cause the Premises to be further subdivided without prior written permission of Grantee, nor shall the Grantor allow or transfer cause the Premises to be devised or conveyed except as a unit; provided, however, that Grantor shall be permitted to convert the Buildings into cooperatives or condominiums and to convey interests in the resulting cooperatives or condominium units, in which event Grantor shall form or cause to be formed in connection with such conveyance a single entity for the purposes of performing all obligations of Grantor and its successors under this Easement. i) Grantor shall not obstruct the substantial and regular opportunity of the public to view the exterior architectural features of any Collateral Buildings, structure, or right improvements of the Premises that are currently viewable from adjacent, publicly accessible areas such as public streets or interest thereinwalkways. j) Grantor shall permit Grantee’s representatives to inspect at all reasonable times the Premises, including the Façades and the Buildings, provided that Company reasonable advance notice is given to Grantor. Grantor agrees that representatives of Grantee shall be permitted to enter and inspect the interior of the Buildings to ensure maintenance of structural soundness and safety; inspection of the interior will not, in the absence of evidence of deterioration, take place more often than annually, and may sell, lease, transfer, license or otherwise dispose involve reasonable testing of interior structural condition. Inspection of the interior will be made at a time mutually agreed upon by Grantor and Grantee. k) Grantor shall deliver to Grantee copies of any notice, demand, or letter of the Collateral consisting violation received by Grantor from any government authority within five (5) days of (i) the sale of inventory in the ordinary course of businessreceipt by Grantor. Upon Grantee’s request, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or promptly furnish Grantee with respect to any evidence of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements such notice, demand, or letter, if compliance is required by law. l) Except for the lien(s) or encumbrance(s) of Section 4 hereof necessary a mortgage or deed of trust, Grantor shall cause to perfect be satisfied or release any other lien or claim of lien that may hereafter come to exist against the Collateral Agent’s security Premises which would have priority over any of the rights, title, or interest hereunder, including without limitation, delivery hereunder of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral AgentGrantee.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Loan Documents, Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral will not be used in violation of any material law, regulation or ordinance or any Requirement of Law applicable to Grantor, nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to Section 5.5 of the Credit Agreement. (f) Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor will not (i) establish any location of Inventory or Equipment not listed on SCHEDULE G hereto, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A on SCHEDULE H hereto or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-Aon SCHEDULE I hereto, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 5 hereof necessary to perfect the Collateral AgentLender's security interest hereunder. (gh) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice Subject to the Collateral Agent and such Grantor’s compliance with all applicable requirements provisions of Section 4 hereof 16(j) hereof, the Grantor agrees to take any action which the Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to perfect enable the Collateral Agent’s security interest hereunderLenders to exercise and enjoy the full rights and benefits granted to them by this Agreement, including without limitation, delivery the use of duly executed account control agreements the Grantor's best efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated by all necessary parties, in form and substance satisfactory to the Collateral Agentthis Agreement for which such approval is required by law.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Transaction Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral will not be used in violation of any applicable material law, regulation or ordinance (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of businessfailure to do so could not reasonably be expected to have a Material Adverse Effect. (ce) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor Grantors shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person Person and operating in the same geographic area as such personPerson, including, but not limited to, fire, property damage and worker's ’s compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Agent, and (ii) deliver to Agent from time to time, as Agent may request, schedules or insurance certificates setting forth all insurance then in effect. All property policies shall name Agent as loss payee with respect to the Collateral Agentand all liability policies shall name Agent as an additional insured in the full amount of Grantors’ liability coverage limits. (ef) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor will not (i) establish any location of Collateral not listed in Schedule 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's ’s prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's ’s security interest hereunder. (gh) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent. (i) Such Grantor covenants to Agent that any Pledged Securities held by it shall be in certificated form (as contemplated by Article 8 of the applicable Uniform Commercial Code), and that it will not seek to convert all or any part of any Pledged Securities into uncertificated form (as contemplated by Article 8 of the applicable Uniform Commercial Code). (j) Such Grantor will (i) not at any time cause or permit any Subsidiary that is an issuer of Pledged Securities to issue any capital stock, warrants, options or other rights to acquire any capital stock, other than to such Grantor or as otherwise permitted under the Transaction Documents and (ii) pledge to Agent in accordance with the terms hereof, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock or other securities of each issuer of Pledged Securities. (k) Such Grantor will (i) not at any time cause or permit any issuer of Pledged Limited Liability Company Interests to issue any additional limited liability company interests or any other rights or options to acquire any additional limited liability company interests, other than to the Grantors or as otherwise permitted under the Transaction Documents, and (ii) pledge to Agent in accordance with the terms hereof, immediately upon its acquisition (directly or indirectly) thereof, any and all additional limited liability company interests. (l) Such Grantor will (i) not at any time cause or permit any issuer of Pledged Partnership Interests to issue any additional partnership interests or any other rights or options to acquire any additional partnership interests, other than to the Grantors or as otherwise permitted under the Transaction Documents, and (ii) pledge to Agent in accordance with the terms hereof, immediately upon its acquisition (directly or indirectly) thereof, any and all additional partnership interests. (m) If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated to exceed $100,000, such Grantor shall promptly notify Agent thereof in a writing signed by such Guarantor, including a summary description of such claim, and grant to Agent in writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Agent.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral will not be used in violation of any material law, regulation or ordinance or any applicable laws (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to Section 6.01 of the Loan Agreement. (f) Such Grantor will promptly notify the Collateral Agent Lender in writing in the event of any material damage to the Collateral from any source whatsoever. (fg) Such Grantor will not (i) establish any location of Collateral not listed in Schedule 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A F or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-AG, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent Lender and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral AgentLender's security interest hereunder. (gh) Subject to the provisions of Section 13(j) hereof, such Grantor agrees to take any action which Lender may reasonably request in order to obtain from the FCC such approval as may be necessary to enable Lender to exercise and enjoy the full rights and benefits granted to them by this Agreement, including the use of such Grantor's best efforts to assist in obtaining the approval of the FCC for any action or transaction contemplated by this Agreement or any other Operative Document for which such approval is required by law. (i) Such Grantor shall cause all of its equipment constituting Collateral to be operated and maintained in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. If maintenance is mandated by the manufacturer, such Grantor shall obtain and keep in effect at all times during the Term maintenance service contracts with the vendor of such equipment or suppliers approved by Lessor, such approval not to be unreasonably withheld. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be immediately paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. Upon prior written notice to Lessor, such Grantor may make improvements, modifications or additions to such equipment; provided, that if such improvements, modifications or additions are not capable of being removed without causing material damage to such equipment, then Lessor's prior written consent shall be required. Upon the return of such equipment, such Grantor shall, at its expense, restore such equipment to the original configuration in accordance with the manufacturer's specifications; provided, that, with Lessor's prior written consent, such Grantor may return such equipment as so improved, modified or added to. (j) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, or any investment, securities, brokerage or similar account, except upon prior written notice to the Collateral Agent and Lender and, at Lender's request, such Grantor’s 's compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s Lender's security interest hereunder, including without limitation, delivery to the applicable depositary institution of duly executed account control agreements by all necessary partiesa notice of such security interest in Grantor's Deposit Account(s), in form and substance satisfactory to Lender. (k) Such Grantor shall maintain not more than $10,000 in any Deposit Account including, without limitation, those listed on Schedule 1-B attached hereto (unless it is indicated on Schedule 1-B that such account holds or may hold in excess of $10,000); provided, however, that such Grantor may maintain in excess of $10,000 in any Deposit Account if it gives prior written notice to Lender and, at Lender's request, such Grantor complies with all applicable requirements of Section 4 hereof necessary to perfect Lender's security interest hereunder, including without limitation, delivery to the Collateral Agentapplicable depositary institution of a notice of such security interest in Grantor's Deposit Account(s), in form and substance satisfactory to Lender.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Loan Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will keep take all reasonable steps to preserve and protect the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like propertyCollateral. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent Lender in writing in the event of any material damage to the Collateral from any source whatsoever. (fc) Such Grantor will not (i) not establish any location of Inventory or Equipment not listed on Schedule C, (ii) not move its principal place of business business, chief executive office or any other office listed in on Schedule 1-A or D, (iiiii) not adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed on Schedule 3.6 to the UB Credit Agreement, (iv) not acquire or open, as applicable, any deposit account or securities account, or acquire any letter of credit issued for the benefit of such Grantor, (v) not create any chattel paper without placing a legend on the chattel paper acceptable to the Lender indicating the Lender’s security interest therein, (vi) not change its legal name, its place of incorporation, formation or organization (as applicable) or its state organizational identification number, from those specified in the preamble to this Agreement and Schedule 1-AF; (vii) not permit any issuer of Pledged Securities to issue any securities in uncertificated form or seek to convert all or any part of any Pledged Securities into uncertificated form (as contemplated by Article 8 of the Uniform Commercial Code), (viii) not permit any issuer of Pledged Limited Liability Company Interests to issue any Limited Liability Company Interests in uncertificated form, seek to convert all or any part of any Limited Liability Company Interests into uncertificated form or render any Limited Liability Company Interests to no longer be a security (as contemplated by Article 8 of the Uniform Commercial Code) or (ix) not permit any issuer of Pledged Securities or any Pledged Entity to issue any additional Capital Stock or membership interests or any other rights or options with respect thereto, as applicable, other than to such Grantor, except, in each casecase set forth in clause (i) – (ix) above, upon not less than 30 days days’ prior written notice to the Collateral Agent Lender and such Grantor's ’s prior compliance with all applicable requirements of Section 4 5 hereof necessary to perfect the Collateral Agent's Lender’s security interest interests hereunder, and in each case subject to the terms of the Loan Agreement. (gd) Such Grantor shall not establish permit any additional Deposit Account Equipment or securities account not listed on Schedule 1-B, except upon prior Inventory to be in the possession of a third party unless written notice to of the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral AgentLender’s security interest hereundertherein has been given to such third party, including without limitationand such third party has acknowledged in writing that it is holding such Collateral for the benefit of the Lender, delivery of duly executed account control agreements by all necessary parties, such notice and acknowledgement to be in form and substance satisfactory acceptable to the Collateral AgentLender; provided, however, that no such notice and acknowledgment shall be required to the extent that the aggregate fair market value of the Equipment and Inventory that the Grantors have permitted to be in possession of any and all third parties does not exceed $100,000. (e) Such Grantor shall not withdraw as a member of any Pledged Entity or a partner in any partnership with respect to which such Grantor has pledged any interest, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Entity or any such partnership or seek a partition of any property of any Pledged Entity or any such partnership. (f) Such Grantor shall promptly notify the Lender in writing in the event that such Grantor becomes a licensee of any Copyright, Xxxx or Patent, other than those set forth on Schedule B, that is necessary for its business and shall execute any and all documents, instruments or agreements and perform any and all actions reasonably requested by the Lender to give an assignment thereof including procuring the consent of the licensor thereto.

Grantor’s Covenants. Each Grantor covenants and agrees as followswarrants that unless compliance is waived by Lender in writing: (a) Such Grantor will keep the Collateral in reasonably good repair, working order shall execute and operating condition (normal wear and tear excluded)deliver to Lender concurrently with Grantor’s execution of this Security Agreement, and from time to time make at the request of Lender, all necessary financing statements, continuation financing statements, fixture filings, agreements, security agreements, chattel mortgages, assignments, and proper repairsall other documents that Lender may request, renewalsin form satisfactory to Lender, replacements, additions to perfect and improvements thereto and, as appropriate and applicable, will otherwise deal with maintain perfected Lender’s security interests in the Collateral and in order to consummate fully all such ways as are considered customary practice of the transactions contemplated by owners of like propertythis Security Agreement and the Business Financing Agreement. (b) Such Grantor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. (c) Grantor has notified Lender in writing of, and will notify Lender in writing prior to any change in the locations of (i) Grantor’s place of business or Grantor’s chief executive office if Grantor has more than one place of business and (ii) any Collateral, including the Books and Records. (d) Grantor will notify Lender in writing prior to any change in Grantor’s name, identity or business structure. (e) Grantor has not granted and will not grant any security interest in any of the Collateral except to Lender, and will keep the Collateral free of all liens, claims, security interests and encumbrances of any kind or nature, except the security interest of Lender. (f) Grantor will not sell, encumber, lease, rentagree to sell or lease, or otherwise dispose of, or remove from Grantor’s place of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of business (i) the sale of any inventory except in the ordinary course of businessbusiness as heretofore conducted by Grantor, or (ii) sales any other Collateral except with the prior written consent of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of businessLender. (cg) Such Grantor shall not create will promptly notify Lender in writing of any event which affects the value of any Collateral, the ability of Grantor or permit Lender to exist dispose of any Lien upon Collateral, or with respect to any the rights and remedies of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and Lender in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such personrelation thereto, including, but not limited to, firethe levy of any legal process against any Collateral and the adoption of any marketing order, property damage and worker's compensationarrangement or procedure affecting the Collateral, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agentwhether governmental or otherwise. (eh) Such Grantor will promptly notify If any Collateral is or becomes the Collateral Agent in writing in the event subject of any material damage negotiable document of title including any warehouse receipt or xxxx of lading, Grantor shall immediately deliver such document to the Collateral from any source whatsoeverLender. (fi) Such Until Lender exercises its rights to make collection, Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with diligently collect all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunderCollateral. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein and in the other Operative Documents, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral will not be used in violation of any material law, regulation or ordinance or any applicable laws (including without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) Such Grantor will keep the tangible Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (bd) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall failure to do so could not create or permit reasonably be expected to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agenthave a Material Adverse Effect. (e) Such Grantor will maintain all insurance coverage required pursuant to the terms of the Reimbursement Agreement. (f) Such Grantor will promptly notify the Collateral Agent Secured Party in writing in the event of any material damage to the Collateral from any source whatsoeverwhatsoever which could reasonably be expected to have a Material Adverse Effect. (fg) Such Grantor will not (i) establish any location of Collateral not listed in Schedule 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A D , (iii) change its jurisdiction of incorporation or organization, or (iiiv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-AE, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent Secured Party and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral AgentSecured Party's security interest hereunder. (gh) Such Grantor shall cause all of its equipment constituting Collateral to be operated and maintained in accordance with any applicable manufacturer's manuals or instructions and the requirements of its insurance policies. Such Grantor, at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. If maintenance is mandated by the manufacturer, such Grantor shall obtain and keep in effect at all times while the Obligations are outstanding maintenance service contracts with the vendor of such equipment or suppliers. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (i) Such Grantor shall not establish any additional Deposit Account not listed on Schedule 1-B, or securities account any Investment Account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent Secured Party and such Grantor’s 's compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s Secured Party's security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each In addition to the other covenants and agreements set forth herein, in the other Operative Documents and the Purchase Agreement, each Grantor covenants and agrees as follows: (a) Such Grantor will pay, prior to delinquency, all taxes, charges, Liens and assessments against the Collateral owned by it, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Grantor and except those which could not reasonably be expected to have a Material Adverse Effect. (b) The Collateral owned by it will not be used in violation of any material law, regulation or ordinance or any applicable laws (including, without limitation, all applicable regulations, rules and orders), nor used in any way that will void or impair any insurance required to be carried in connection therewith. (c) The Inventory produced or distributed by such Grantor will be produced in compliance with all requirements of applicable law, including, without limitation, the Fair Labor Standards Act. (d) Such Grantor will keep the tangible Collateral owned by it in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (be) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of take all reasonable steps to preserve and protect the Collateral consisting of (i) owned by it except where the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of businessfailure to do so could not reasonably be expected to have a Material Adverse Effect. (cf) Such Grantor shall not create or permit will maintain all insurance coverage required pursuant to exist any Lien upon or with respect to any the terms of its property, except for Permitted Liensthis Agreement. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (eg) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from owned by it any source whatsoeverwhatsoever which could reasonably be expected to have a Material Adverse Effect. (fh) Such Grantor will not (i), except for equipment located at such Grantor’s customer’s premises in the ordinary course of business, establish any location of Collateral owned by it not listed in Schedule 3-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 13-A D, (iii) change its jurisdiction of incorporation or organization, or (iiiv) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 13-AE, except, in each case, except upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (gi) Such Grantor shall not establish cause all of its equipment constituting Collateral owned by it to be operated in accordance with any additional Deposit Account applicable manufacturer's manuals or securities account not listed on Schedule 1-Binstructions and the requirements of its insurance policies. Such Grantor, except upon prior at its expense, shall maintain such equipment in good condition, reasonable wear and tear excepted, and will comply with all laws, ordinances and regulations to which the use and operation of such equipment may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to such equipment, regardless of the cause. All parts furnished in connection with such maintenance or repair shall immediately become part of such equipment. All such maintenance, repair and replacement services shall be promptly paid for and discharged by such Grantor with the result that no lien will attach to such equipment. Only qualified personnel of such Grantor or qualified contract personnel shall operate such equipment. Such equipment shall be used only for the purposes for which it was designed. (j) Such Grantor shall comply in all material respects, with the terms and conditions of all material agreements, commitments or instruments to which such Grantor is a party or by which it is bound. Such Grantor shall duly comply in all material respects, with any applicable laws, ordinances, rules and regulations of any foreign, federal, state or local government or any agency thereof having proper jurisdiction over it, or any applicable writ, order or decree, and conform in all material respects, to all valid requirements of governmental authorities relating to the conduct of its business, properties or assets. (k) Such Grantor shall maintain in all material respects, all necessary franchises, permits, licenses and other rights and privileges from governmental authorities necessary to permit it to own its property and to conduct its business as now being conducted or as currently proposed to be conducted by it. (l) Promptly after any declaration of a dividend payment or any other distribution with respect to its capital stock, the Company shall provide written notice thereof to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent.

Grantor’s Covenants. Each Grantor covenants and agrees as followswith respect to the Leases that: (a) Such It will perform and observe each of its material obligations under the terms of the Leases now or hereafter in effect (except when the amount or validity of such obligations is being contested in good faith) and use commercially reasonable efforts to cause the other parties thereto to comply with their obligations thereunder; (b) It will, upon the reasonable written request by Beneficiary, while this Assignment remains in force and effect, serve written notices of this Assignment upon any lessor or lessee, sublessee, licensee, or other occupant of any portion of the Mortgaged Property or include among the written provisions of any instrument hereafter creating any such lease, sublease, license, or right of occupancy specific reference to this Assignment, and make, execute and deliver all such powers of attorney or instrument of pledge or assignment, and such other instrument or documents as Beneficiary may reasonably request at any time for the purpose of securing its rights hereunder; (c) It will furnish to Beneficiary, promptly following demand, true copies of all Leases hereafter executed and true copies of each agreement or letter effecting the renewal, amendment or modification of any Lease; and in each case after request by the Beneficiary, furnish to the Beneficiary promptly following receipt thereof copies of all notices, requests and other documents received by the Grantor under or pursuant to the Leases during the term of each of the Leases and from time to time (A) furnish to Beneficiary such information and reports regarding the Leases as the Beneficiary may reasonably request, and (B) promptly following request of the Beneficiary make such demands and requests for information or action upon such person, firm, corporation, or other entity as the Grantor is entitled to make under the Leases; (d) It will keep cause the Collateral security interest in reasonably good repairthe Personalty to remain a continuously perfected, working order first priority security interest free and operating condition clear of any liens (normal wear other than the Beneficiary's lien hereunder and tear excludedthe Permitted Encumbrances), and from time to time make all necessary and proper repairstime, renewalsat its own expense, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sellpromptly execute and deliver all further instruments and documents and take all further action, encumber, lease, rentthat may be necessary or desirable, or that the Beneficiary may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Beneficiary to otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any enforce its rights and remedies hereunder with respect to the Personalty. Without limiting the generality of the Collateral consisting foregoing or of Section 4.3 hereof, the Grantor will: (i) at the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use request of the property Beneficiary, mark conspicuously any item of Company in chattel paper relating to or evidencing the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or Personalty with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person and operating in the same geographic area as such person, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) move its principal place of business or any other office listed in Schedule 1-A or (ii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary partiesa legend, in form and substance satisfactory to the Collateral AgentBeneficiary, indicating that the Personalty is subject to the security interest granted hereby, (ii) execute and file such financing or continuation statements, or amendments thereto, and such other collateral assignments, security agreements, instruments or notices, as may be necessary or desirable, or as the Beneficiary may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, and (iii) defend the title to the Personalty and the Beneficiary's lien thereon and security interest therein against the claim of any person, firm, corporation, or other entity claiming against or through Grantor and will maintain and preserve such lien and security interest so long as this Mortgage shall remain in effect; (e) It authorizes the Beneficiary to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Personalty without the signature of the Grantor where permitted by law; and (f) It will furnish to the Beneficiary from time to time statements and schedules further identifying and describing the Personalty and such other reports in connection with the Personalty as the Beneficiary may reasonably request, all in reasonable detail.

Grantor’s Covenants. Each Grantor covenants and agrees as follows: (a) Such Grantor will keep the Collateral in reasonably good repair, working order and operating condition (normal wear and tear excluded), and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and, as appropriate and applicable, will otherwise deal with the Collateral in all such ways as are considered customary practice by owners of like property. (b) Such Grantor will not sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, provided that Company may sell, lease, transfer, license or otherwise dispose of any of the Collateral consisting of (i) the sale of inventory in the ordinary course of business, (ii) sales of worn-out or obsolete equipment in the ordinary course of business, and (iii) non-exclusive licenses and similar arrangements for the use of the property of Company in the ordinary course of business. (c) Such Grantor shall not create or permit to exist any Lien upon or with respect to any of its property, except for Permitted Liens. (d) Such Grantor shall (i) carry and maintain insurance at its expense of the types and in the amounts customarily carried by others engaged in substantially the same business as such person Person and operating in the same geographic area as such personPerson, including, but not limited to, fire, property damage and worker's compensation, such insurance to be in such form as is carried with companies and in amounts satisfactory to Collateral Agent, and (ii) deliver to Collateral Agent from time to time, as the Collateral Agent may request, schedules or insurance certificates setting forth all insurance then in effect. All property policies shall name the Collateral Agent as loss payee with respect to the Collateral and all liability policies shall name Collateral Agent as an additional insured in the full amount of Grantors’ liability coverage limits. (e) Such Grantor will promptly notify the Collateral Agent in writing in the event of any material damage to the Collateral from any source whatsoever. (f) Such Grantor will not (i) establish any location of Collateral not listed in Schedule 1-A, (ii) move its principal place of business business, chief executive offices or any other office listed in Schedule 1-A or (iiiii) adopt, use or conduct business under any trade name or other corporate or fictitious name not disclosed in Schedule 1-A, except, in each case, upon not less than 30 days prior written notice to the Collateral Agent and such Grantor's prior compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent's security interest hereunder. (g) Such Grantor shall not establish any additional Deposit Account or securities account not listed on Schedule 1-B, except upon prior written notice to the Collateral Agent and such Grantor’s compliance with all applicable requirements of Section 4 hereof necessary to perfect the Collateral Agent’s security interest hereunder, including without limitation, delivery of duly executed account control agreements by all necessary parties, in form and substance satisfactory to the Collateral Agent. (i) If such Grantor shall at any time hold or acquire a Commercial Tort Claim, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Guarantor, including a summary description of such claim, and grant to the Collateral Agent in writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.