FOR THE OPERATION OF THE RESTAURANT;
(E)
AN UNDIVIDED INTEREST IN THE DEBTORS'
INTELLECTUAL PROPERTY USED IN CONNECTION WITH THE RESTAURANT, INCLUDING BUT NOT
LIMITED TO, TRADEMARKS, TRADE SECRETS, GOODWILL, TRADE NAMES, CUSTOMER LISTS,
PERMITS AND FRANCHISES, AND THE RIGHT TO USE DEBTORS' NAMES (THE "GRANITE CITY
INTELLECTUAL PROPERTY") SUBJECT TO THE AGREEMENT OF THE PARTIES AS SET FORTH IN
THE IP AGREEMENT OF EVEN DATE HEREWITH BETWEEN DEBTOR AND SECURED PARTY (THE "IP
AGREEMENT");
(F)
ALL DEPOSIT ACCOUNTS RELATED SOLELY TO
THE RESTAURANT;
(G)
THE LEASE BETWEEN SIOUX FALLS DOUGLAS L.
JOHNSON, AS LANDLORD, AND GCROI, AS TENANT, DATED JUNE 14, 2000, AS AMENDED, FOR
THE LEASED PREMISES;
(H)
THE MASTER EQUIPMENT FINANCE LEASE DATED
SEPTEMBER 19, 2006 BY AND BETWEEN DHW LEASING, L.L.C. AND GRANITE CITY TOGETHER
WITH ANY SCHEDULES OR ADDENDUMS RELATED TO FURNITURE FIXTURES AND EQUIPMENT
LOCATED AT THE RESTAURANT;
(I)
ALL SUPPORTING OBLIGATIONS THAT SUPPORT
THE PAYMENT OR PERFORMANCE OF ANY OF THE FOREGOING; AND
(J)
ALL ADDITIONS AND ACCESSIONS TO, ALL
PROCEEDS, PRODUCTS, OFFSPRING AND PROFITS OF, AND ALL RIGHTS AND PRIVILEGES
INCIDENT TO, ANY OF THE FOREGOING;
provided that with respect to any assets included within the definition of
"Granite City Intellectual Property," the Secured Party's security interest is
limited to the security interest in an undivided interest in such assets granted
pursuant to clause (e), above.
2.
Each Debtor represents, warrants and
agrees that:
(A)
DEBTORS HAVE (OR WILL HAVE AT THE TIME THEY
ACQUIRE RIGHTS IN COLLATERAL HEREAFTER ARISING) AND WILL MAINTAIN SO LONG AS THE
SECURITY INTERESTS MAY REMAIN OUTSTANDING, ABSOLUTE TITLE TO EACH ITEM OF
COLLATERAL AND ALL PROCEEDS THEREOF, FREE AND CLEAR OF ALL INTERESTS, LIENS,
ATTACHMENTS, ENCUMBRANCES AND SECURITY INTERESTS EXCEPT THE SECURITY INTERESTS
AS PROVIDED HEREIN, LIENS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 6.1
TO THE LOAN AGREEMENT, OR AS THE SECURED PARTY MAY OTHERWISE AGREE IN WRITING.
DEBTORS WILL DEFEND THE COLLATERAL AGAINST ALL CLAIMS OR DEMANDS OF ALL PERSONS
(OTHER THAN THE SECURED PARTY) CLAIMING THE COLLATERAL OR ANY INTEREST THEREIN.
DEBTORS WILL NOT SELL OR OTHERWISE DISPOSE OF ANY MATERIAL PORTION OF THE
COLLATERAL OR ANY INTEREST THEREIN EXCEPT FOR THE SALE OF INVENTORY IN THE
NORMAL COURSE OF DEBTORS' BUSINESSES, WITHOUT THE SECURED PARTY'S PRIOR WRITTEN
CONSENT.
(B)
EACH DEBTOR DOES BUSINESS SOLELY UNDER ITS
OWN NAME AND THE TRADE NAMES (IF ANY) SET FORTH BELOW (OR IF NONE ARE LISTED,
SUCH DEBTOR WARRANTS THAT IT DOES NOT HAVE ANY
TRADENAMES).
THE CHIEF EXECUTIVE OFFICE OF EACH DEBTOR IS LOCATED AT THE
ADDRESS SET FORTH BELOW AND ALL OF SUCH DEBTOR'S RECORDS RELATING TO ITS
BUSINESS OR THE COLLATERAL ARE KEPT AT THAT LOCATION OR AT THE LEASED PREMISES.
THE ADDRESSES WHERE THE COLLATERAL WILL BE KEPT, IF DIFFERENT FROM THE LEASED
PREMISES OR THE ADDRESS APPEARING BELOW DEBTOR'S SIGNATURE, ARE SET FORTH IN
EXHIBIT A.
NO COLLATERAL WILL BE KEPT AT ANY OTHER LOCATION WITHOUT THE PRIOR
WRITTEN CONSENT OF SECURED PARTY, BUT THE PARTIES INTEND THAT