Common use of Covenants of Pledgor Clause in Contracts

Covenants of Pledgor. Pledgors hereby agree (a) to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan Documents, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its security interest hereunder and the priority thereof; (e) to appear in and defend any action or proceeding which may affect their title to or Secured Party’s interest in the Collateral; (f) to keep accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (g) not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured Party; (h) to account fully for and promptly deliver to Secured Party, in the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral received, endorsed to Secured Party as appropriate, and until so delivered all proceeds shall be held by Pledgors in trust for Secured Party, separate from all other property of Pledgors and identified as the property of Secured Party.

Covenants of Pledgor. Pledgors Pledgor hereby agree covenants and agrees as follows: To do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Pledged Collateral, and to defend, at its sole expense, the title to the Pledged Collateral and any part of the Pledged Collateral in each case except for a merger of the Company into Borrower as permitted under the Financing Documents; To cooperate fully with Agent’s efforts to preserve the Pledged Collateral and to take such actions to preserve the Pledged Collateral as Agent may reasonably request; To cause Company to maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to the Pledged Collateral and which reflect the lien of Agent on the Pledged Collateral; To deliver promptly (aand in any event within 5 Business Days) to do all acts Agent any certificates that may be necessary issued following the date of this Agreement representing the Ownership Interests or other Pledged Collateral, and to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan Documents, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, execute and deliver to Agent one or more transfer powers, substantially in the form of Schedule III attached hereto or otherwise in form and content reasonably satisfactory to Agent, pursuant to which Pledgor assigns, in blank, all Ownership Interests and other Pledged Collateral (the “Transfer Powers”), which such Transfer Powers shall be held by Agent as part of the Pledged Collateral; To execute and deliver to Agent such financing statements as Agent may request with respect to the Ownership Interests, and to take such other steps as Agent may from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party request to perfect, maintain and protect its perfect Agent’s security interest hereunder and the priority thereof; (e) to appear in and defend any action or proceeding which may affect their title to or Secured Party’s interest in the CollateralOwnership Interests under applicable law; (f) Not to keep accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (g) not to surrender or lose possession of (other than to Secured Party), sell, encumberdiscount, allow credits or allowances, assign, extend the time for payment on, convey, lease, rentassign, transfer or otherwise dispose of or transfer any the Pledged Collateral or right any part of the Pledged Collateral except as expressly permitted by the Credit Agreement; After an Event of Default under the Financing Documents (including but not limited to this Agreement), not to receive any dividend or distribution or other benefit with respect to Company, and not to vote, consent, waive or ratify any action taken, that would violate or be inconsistent with any of the terms and provisions of this Agreement, or any of the Financing Documents or that would materially impair the position or interest therein except of Agent in the Pledged Collateral or dilute the Ownership Interests pledged to Agent under this Agreement; Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Pledged Collateral, other than liens in favor of Agent, for transfers from one Borrower its benefit and the benefit of the Lenders; That Pledgor will, upon obtaining ownership of any other Ownership Interests otherwise required to another Borrower orbe pledged to Agent, provided that Guarantor shall have theretofore for its benefit and the benefit of the Lenders, pursuant to any of the Financing Documents, which Ownership Interests are not already Pledged Interests, within five (5) Business Days deliver to Agent a Pledge Amendment, duly executed and delivered a pledge agreement by Pledgor, in substantially the form of this Schedule IV hereto (a “Pledge Agreement Amendment”) in respect of any such additional Ownership Interests pursuant to Secured Partywhich Pledgor shall pledge to Agent, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep its benefit and the Collateral free benefit of all levies and security interests or other liens or charges except those approved in writing by Secured Party; (h) to account fully for and promptly deliver to Secured Party, in the form receivedLenders, all documentsof such additional Ownership Interests. If such Ownership Interests are certificated, instruments and agreementsthen prior to the delivery thereof to Agent, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral received, endorsed to Secured Party as appropriate, and until so delivered all proceeds such additional Ownership Interests shall be held by Pledgors Pledgor separate and apart from its other property and in express trust for Secured PartyAgent, separate from all for its benefit and the benefit of the Lenders; That Pledgor consents to the admission of Agent (and its assigns or designee) as a member, partner or stockholder of Company upon Agent’s acquisition of any of the Ownership Interests; and With respect to any membership or similar interests in a limited liability company, Pledgor shall not take any action to cause any membership interest of the Pledged Collateral to be or become a “security” within the meaning of, or to be governed by, Article 8 (Investment Securities) of the Code as in effect under the laws of any state having jurisdiction, and shall not cause any Subsidiary that is a limited liability company to “opt in” or to take any other property action seeking to establish any membership interest of Pledgors the Pledged Collateral as a “security” or to become certificated; provided that, for the avoidance of doubt, this clause (k) shall not apply to any membership interest of the Pledged Collateral that, as of the date hereof, is a “security” within the meaning of Article 8 (Investment Securities) of the Code as in effect under the laws of any state having jurisdiction so long as such membership interest is certificated and identified as delivered to the property of Secured PartyAdministrative Agent in accordance with Section 1(a) hereof.

Covenants of Pledgor. Pledgors In addition to all covenants and agreements of Pledgor set forth in the Credit Agreement, Pledgor hereby agree agrees (a) to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan DocumentsCredit Agreement, this Pledge Agreement or any applicable statute, regulation or ordinance ordinance, the noncompliance with which could materially and adversely affect the use or any policy value of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and or protect its security interest hereunder and the priority thereofthereof and to deliver promptly to Secured Party all originals of the Collateral or proceeds consisting of instruments, duly endorsed or assigned to Secured Party; (ed) to appear in and defend any action or proceeding which may affect their his or her title to or Secured Party’s 's interest in the Collateral; (fe) to keep separate, accurate and complete records of the Collateral and to provide Secured Party with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; and (gf) not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, rent or otherwise dispose of or transfer any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, as permitted herein or except as hereinafter provided, and, and to keep the Collateral free of all levies and security interests or interest and other liens or charges except those approved in writing by Secured Party; (h) to account fully for and promptly deliver to Secured Party, in the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral received, endorsed to Secured Party as appropriate, and until so delivered all proceeds shall be held by Pledgors in trust for Secured Party, separate from all other property of Pledgors and identified as the property of Secured Partycharges.

Covenants of Pledgor. Pledgors The Pledgor hereby agree agrees: (a) to procure, execute and deliver from time to time any and all endorsements, assignments, financing statements, notices and other writings deemed necessary or appropriate by the Agent to perfect, maintain and protect the Security Interest and the priority thereof and to deliver promptly to the Collateral Agent all originals of Collateral or proceeds consisting of chattel paper or instruments; (b) not to surrender or lose possession of (other than to the Collateral Agent), sell, encumber, or otherwise dispose of or transfer, any Collateral or right or interest therein other than the sale of Borrowing Base Servicing Rights as contemplated in Section 3 above; (c) at all times upon the request of the Required Banks during a Default, to account fully for and promptly to deliver to the Collateral Agent, in the form received, all Collateral or Proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall request, and until so delivered all Collateral and proceeds shall be held in trust for the Collateral Agent, separate from all other property of the Pledgor and identified as being subject to the interest of the Collateral Agent, provided that unless an Event of Default shall have occurred and be continuing, the Pledgor shall have no obligation to comply with the provisions of this sub-clause (c) with respect to the Collateral which is such by virtue of clause (c) of the definition of Collateral or with respect to the proceeds of the sale of Borrowing Base Servicing Rights so long as Section 1.05(c) of the Credit Agreement is complied with in connection with the sale or other disposition of the Borrowing Base Servicing Rights giving rise to such Proceeds; (d) at any reasonable time, upon demand by the Collateral Agent or any Bank, to exhibit and to allow inspection by the Collateral Agent or such Bank (or Persons designated by the Collateral Agent or such Bank) of the Collateral and the records concerning the Collateral (at no cost to the Pledgor unless there shall have occurred and be continuing a Default); (e) not to move its chief executive offices or any Collateral constituting goods to a new location unless (i) the Agent shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Collateral Agent not less than 45 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that the Secured Party's rights with respect to the Collateral will not be adversely affected by such move; (f) to keep the Collateral insured against loss, damage, theft and other risks customarily covered by insurance, and such other risks as the Agent may reasonably request; (g) to do all acts that may be necessary to maintain, preserve and protect the CollateralCollateral that a prudent owner of assets of the same type as the Collateral would deem necessary or desirable therefor (including performing its obligations under Servicing Contracts); (bh) not knowingly to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan Documents, this Agreement or any applicable statute, regulation or ordinance Applicable Law or any policy of insurance covering the Collateral; (ci) to pay promptly when due (or require to be paid) prior to their becoming delinquent all taxes, assessments, insurance premiums or other charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral other than taxes and assessments that are being contested in good faith by appropriate proceedings, as to which adequate reserves in conformance with Generally Accepted Accounting Principles have been established and which do not constitute Liens upon the Collateral; (dj) to procurenotify the Collateral Agent before any such change shall occur of any change in the Pledgor's name, execute and deliver from time to time any endorsementsidentity or structure through merger, assignments, financing statements and other writings reasonably deemed necessary consolidation or appropriate by Secured Party to perfect, maintain and protect its security interest hereunder and the priority thereofotherwise; (ek) to appear in and defend defend, at the Pledgor's cost and expense, any action or proceeding which may affect their its title to or the Secured Party’s 's interest in the Collateral; (fl) to keep accurate and complete records of the Collateral and to provide Secured Party the Collateral Agent with such records and such other reports and information relating to the Collateral as Secured Party the Collateral Agent may reasonably request from time to time; (g) not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured Party; (hm) to account fully for comply with all laws, regulations and promptly deliver ordinances relating to Secured Partythe possession, in maintenance and control of the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured PartyCollateral; and (in) to account fully for and to promptly deliver to Secured Party all proceeds upon the request of the Agent, to use its best efforts as promptly as possible to obtain a GNMA Acknowledgement Agreement among the Pledgor, the Collateral received, endorsed to Secured Party as appropriate, Agent and until so delivered all proceeds shall be held by Pledgors in trust for Secured Party, separate from all other property of Pledgors and identified as the property of Secured PartyGNMA.

Covenants of Pledgor. Pledgors The Pledgor hereby agree agrees: (a) to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan Documents, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, -------------------- execute and deliver from time to time any and all endorsements, assignments, financing statements statements, notices and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its the Collateral Agent's security interest hereunder and the priority thereof; (e) to appear in and defend any action or proceeding which may affect their title to or Secured Party’s interest in the Collateral; (f) to keep accurate and complete records of the Collateral thereof and to provide Secured Party with such records and such other reports and information relating deliver promptly to the Collateral as Secured Party may reasonably request from time to timeAgent all originals of Collateral or proceeds consisting of chattel paper or instruments; (gb) not to surrender or lose possession of (other than to Secured Partythe Collateral Agent or as otherwise permitted by this Agreement), sell, encumber, lease, rent, or otherwise dispose of or transfer transfer, any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of other than as otherwise permitted under this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured PartyAgreement; (hc) to account fully for and promptly to deliver to Secured Partythe Collateral Agent, in the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral received, endorsed to Secured Party the Collateral Agent as appropriateappropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall request, and until so delivered all Collateral and proceeds shall be held by Pledgors in trust for Secured Partythe Collateral Agent, separate from all other property of Pledgors the Pledgor and identified as being subject to the property interest of the Collateral Agent; (d) not to move its chief executive office to a new location unless (i) the Required Secured PartyParties shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Secured Parties not less than 20 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that Pledgor's rights with respect to the Collateral will not be adversely affected by such move; (e) to do, to the extent permitted by this Agreement, all acts to maintain, preserve and protect the Collateral that an owner of assets of the same type as the Collateral would deem customarily necessary or desirable therefor; and (f) to appear in and defend, at the Pledgor's cost and expense, any action or proceeding which may affect its title to or the Secured Parties' interest in the Collateral.

Covenants of Pledgor. Pledgors Pledgor hereby agree covenants and agrees, so long -------------------- as any amounts remain outstanding pursuant to the Credit Agreement, the Mountaingate Note or any interest rate agreement secured hereby, (a) to do all acts that may be necessary to maintain, preserve and protect any part of the Collateral; Pledged Collateral required to be delivered prior to the delivery of such Pledged Collateral to Bank, (b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan Documents, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any the Pledged Collateral; , (dc) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party Bank, in its reasonable judgment, to perfect, maintain and protect its the security interest granted hereunder and the priority thereof; , (ed) to appear in and defend any action or proceeding which may affect their have a material adverse effect on Pledgor's title to or Secured Party’s Bank's interest in the Pledged Collateral; , (fe) to keep separate, accurate and PRICE TRUST PLEDGE AGREEMENT complete records of the Pledged Collateral and to provide Secured Party Bank with such records or copies thereof and such other reports and information relating to the Pledged Collateral as Secured Party Bank may reasonably request from time to time; , (gf) without the written approval of Bank, not to transfer any Pledged Shares or Pledged Partnership Units or proceeds thereof or otherwise surrender or lose possession of (other than to Secured Party)of, sell, encumber, lease, rent, encumber or otherwise dispose of or transfer any Pledged Collateral or right or interest therein except for transfers from one Borrower to another Borrower ortherein, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Pledged Collateral free of all levies and liens (except for the security interests created hereby), and (g) after the occurrence and during the continuation of an Event of Default under the Credit Agreement, the Mountaingate Note, any interest rate agreement secured hereby, or other liens or charges except those approved event specified in writing by Secured Party; (hParagraph 11(a) below, to account fully for and promptly deliver to Secured PartyBank, in the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Pledged Collateral received, endorsed to Secured Party Bank as appropriate, and until so delivered all proceeds shall be held by Pledgors Pledgor in trust for Secured PartyBank, separate from all other property of Pledgors Pledgor and identified as the property of Secured PartyBank.

Covenants of Pledgor. Pledgors The Pledgor hereby agree agrees: (a) to do all acts that may be necessary to maintain, preserve and protect the Collateral; (b) not to use or permit any Collateral to be used unlawfully or in violation of any provision of the Loan Documents, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, -------------------- execute and deliver from time to time any and all endorsements, assignments, financing statements statements, notices and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its the Collateral Agent's security interest hereunder and the priority thereof; (e) to appear in and defend any action or proceeding which may affect their title to or Secured Party’s interest in the Collateral; (f) to keep accurate and complete records of the Collateral thereof and to provide Secured Party with such records and such other reports and information relating deliver promptly to the Collateral as Secured Party may reasonably request from time to timeAgent all originals of Collateral or proceeds consisting of chattel paper or instruments; (gb) not to surrender or lose possession of (other than to Secured Partythe Collateral Agent or as otherwise permitted by this Agreement), sell, encumber, lease, rent, or otherwise dispose of or transfer transfer, any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form of other than as otherwise permitted under this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured PartyAgreement; (hc) to account fully for and promptly to deliver to Secured Partythe Collateral Agent, in the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral received, endorsed to Secured Party the Collateral Agent as appropriateappropriate and accompanied by such assignments and powers, duly executed, as the Collateral Agent shall request, and until so delivered all Collateral and proceeds shall be held by Pledgors in trust for Secured Partythe Collateral Agent, separate from all other property of Pledgors the Pledgor and identified as being subject to the property interest of the Collateral Agent; (d) not to move its chief executive office to a new location unless (i) the Secured Party shall have approved such move in writing or (ii) (A) the Pledgor shall have given the Secured Party not less than 20 days prior notice thereof, (B) the new location shall be within one of the 50 States of the United States or the District of Columbia and (C) the Collateral Agent shall have received such evidence reasonably satisfactory to it as it may reasonably request (including acknowledgment copies of financing statements and opinions of counsel) that Pledgor's rights with respect to the Collateral will not be adversely affected by such move; (e) to do, to the extent permitted by this Agreement, all acts to maintain, preserve and protect the Collateral that an owner of assets of the same type as the Collateral would deem customarily necessary or desirable therefor; and (f) to appear in and defend, at the Pledgor's cost and expense, any action or proceeding which may affect its title to or the Secured Party's interest in the Collateral.

Covenants of Pledgor. Pledgors hereby agree Pledgor Agrees in General: (ai) to indemnify Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (ii) to pay all costs and expenses, including reasonable attorneys' fees, incurred by Bank in the perfection, preservation, realization, enforcement and exercise of its rights, powers and remedies hereunder; (iii) to permit Bank to exercise its powers; (iv) to execute and deliver such documents as Bank deems necessary to create, perfect and continue the security interests contemplated hereby; and (v) not to change Pledgor's chief place of business (or personal residence, if applicable) or the places where Pledgor keeps any of the Collateral or Pledgor's records concerning the Collateral and Proceeds without first giving Bank written notice of the address to which Pledgor is moving same. Pledgor Agrees with Regard to the Collateral and Proceeds: (i) not to permit any lien on the Collateral or Proceeds, except in favor of Bank; (ii) not to withdraw any funds from any deposit account pledged to Bank hereunder without Bank's prior written consent; (iii) not to sell, hypothecate or otherwise dispose of any of the Collateral or Proceeds, or any interest therein, without Bank's prior written consent; (iv) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies thereof at any reasonable time; (v) if requested by Bank, to receive and use reasonable diligence to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received together with a collection report in form satisfactory to Bank; (vi) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (vii) in the event Bank elects to receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract debtors, filing, recording, record keeping and expenses incidental thereto; (viii) to provide any service and do all any other acts that which may be necessary to maintainkeep all Collateral and Proceeds free and clear of all defenses, preserve rights of offset and protect counterclaims; and (ix) if the Collateral; (b) not Collateral or Proceeds consists of securities and so long as no Event of Default exists, to use vote said securities and to give consents, waivers and ratifications with respect thereto, provided that no vote shall be cast or permit any Collateral to be used unlawfully consent, waiver or in violation of any provision of the Loan Documents, ratification given or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral; (c) to pay promptly when due all taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting any Collateral; (d) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its security interest hereunder and the priority thereof; (e) to appear in and defend any action or proceeding taken which may affect their title to or Secured Party’s would impair Bank's interest in the Collateral; (f) to keep accurate and complete records of the Collateral and to provide Secured Party Proceeds or be inconsistent with such records and such other reports and information relating to the Collateral as Secured Party may reasonably request from time to time; (g) not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer violate any Collateral or right or interest therein except for transfers from one Borrower to another Borrower or, provided that Guarantor shall have theretofore executed and delivered a pledge agreement in the form provisions of this Pledge Agreement to Secured Party, for any transfers from any Borrower to Guarantor, or except as hereinafter provided, and, to keep the Collateral free of all levies and security interests or other liens or charges except those approved in writing by Secured Party; (h) to account fully for and promptly deliver to Secured Party, in the form received, all documents, instruments and agreements, including, without limitation, stock certificates, constituting Collateral hereunder and appropriate stock transfer powers endorsed in blank or to Secured Party; and (i) to account fully for and to promptly deliver to Secured Party all proceeds of the Collateral received, endorsed to Secured Party as appropriate, and until so delivered all proceeds shall be held by Pledgors in trust for Secured Party, separate from all other property of Pledgors and identified as the property of Secured PartyAgreement.