Common use of Covenants of the Grantor Clause in Contracts

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the Grantor agrees to do the following: (a) The Grantor shall give prior written notice to the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United States. (b) The Grantor shall not surrender or lose possession of (other than to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business. (c) The Grantor shall keep the Collateral free of all Liens except the liens and security interests in favor of the Secured Parties and the other Permitted Liens. (d) The Grantor shall protect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement. (f) Grantor shall not use or permit Collateral to be used in violation of any applicable law, rule or regulation or in violation of any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blank, in form and substance satisfactory to Collateral Agent. (i) Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to the extent the validity thereof is being contested in good faith.

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 19 hereof, the Grantor agrees to do the following: (a) The Grantor shall give prior written notice to the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United States. (b) The Grantor shall continue to operate its business in the ordinary course in accordance with all applicable law and shall not surrender or lose possession of (other than to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business. (c) The Grantor shall keep the Collateral free of all Liens except the liens and security interests in favor of the Secured Parties and the other Permitted Liens. (d) The Grantor shall protect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement. (f) Grantor shall not use or permit Collateral to be used in violation of any applicable law, rule or regulation or in violation of any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blank, in form and substance satisfactory to Collateral Agent. (i) Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to the extent the validity thereof is being contested in good faith.

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the Grantor hereby agrees to do the followingas follows: (a) The From and after the Trigger Date, Grantor, at the Grantor’s expense, shall promptly procure, execute and deliver to Lender all documents, instruments and agreements and perform all acts which are necessary, or which Lender may reasonably request, to establish, maintain, preserve, protect and perfect the Collateral, the lien granted to Lender therein and the first priority of such lien (subject to Permitted Liens) or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, Grantor shall give prior written notice to the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, as applicable, substantially in the Grantor’s name; forms of Attachments 2 and 3 hereto or other forms acceptable to Lender and (ii) take all commercially reasonable steps in any changes proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Patents, Trademarks and Copyrights, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that the failure to prosecute or maintain or the dedication, abandonment or invalidation thereof is permitted hereunder or unless Grantor in the Grantor’s identity exercise of its prudent business judgment deems the failure to prosecute or structure in any manner which might make any financing statement filed hereunder incorrect maintain or misleading; the dedication, abandonment or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization invalidation to a jurisdiction outside of the United Statesbe commercially reasonable). (b) The Grantor shall not surrender or lose possession of (other than to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business. (c) The Grantor shall keep the Collateral free of all Liens except the liens and security interests in favor of the Secured Parties and the other Permitted Liens. (d) The Grantor shall protect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement. (f) Grantor shall not use any Collateral or knowingly, after reasonable inquiry, permit any Collateral to be used in violation of (i) any provision of the Loan Agreement, this Security Agreement or any Other Agreements, (ii) any applicable law, governmental rule or regulation contractual obligation violation, or in violation of (iii) any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blank, in form and substance satisfactory to Collateral Agent. (ic) Grantor shall pay promptly when due all property taxes and other taxesgovernmental charges, assessments and government charges or levies imposed upon, all liens and all claims other charges (including claims for labor, services, materials and supplies) against, the Collateral except to the extent constituting Permitted Liens) now or hereafter imposed upon, relating to or affecting any Collateral; except for taxes being disputed in good faith and for which Grantor has adequate reserves. (d) Grantor shall appear in and defend any action or proceeding which may affect its title to or Lender’s security interest in the Collateral. (e) Grantor shall keep accurate and complete records of the Collateral and shall permit Lender to examine and make copies of such records and provide such reports and information relating to the Collateral as Lender may reasonably request from time to time. (f) Grantor shall not sell, encumber, lease, rent, option, license or otherwise dispose of or transfer any Collateral or right or interest therein except as permitted in the Loan Agreement, and Grantor shall keep the Collateral free of all liens except Permitted Liens. (g) Grantor (either directly or through licensees) will continue to use the Trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not knowingly permit, after reasonable inquiry, any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated, unless Grantor, in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value. Grantor will not do any act, or omit to do any act, whereby the Patents or Patent Registrations may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any such Patent Registration may become abandoned or dedicated, unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value. Grantor will not do any act or omit to do any act, whereby the Copyrights may become abandoned or dedicated or the remedies available against potential infringers weakened unless Grantor, in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value, and shall notify Lender immediately if it knows of any reason or has reason to know that any such Copyright may become abandoned or dedicated. (h) Grantor will promptly notify Lender upon the filing, either by Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, or Copyright with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. (i) Grantor shall make application to (i) the Patent and Trademark Office to register any unpatented but patentable inventions developed by Grantor or its employees or consultants (within the scope of their employment or consulting relationship), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret, (ii) the Patent and Trademark Office to register any registerable but unregistered Trademarks used by Grantor in connection with its products or services unless Grantor in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value, and (iii) the Copyright Office to register any unregistered Copyright to which Grantor has rights unless Grantor in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value or determines that its rights thereunder are better protected as a Trade Secret. (j) Grantor shall and shall cause its employees and require its licensees to (i) use proper statutory notice in connection with its use of the Patents, Trademarks and Copyrights, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take commercially reasonable steps necessary to protect the secrecy and the validity thereof under applicable law of all material Trade Secrets. (k) If Grantor learns of any use by any Person of any term or design that is being contested reasonably foreseeable to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of such Trademark, unless Grantor, in good faiththe exercise of its prudent business judgment, deems such Trademark not to have any significant commercial value. (l) Grantor shall maintain with each employee or consultant who may have access to the Trade Secrets of Grantor an agreement by which such employee or consultant agrees not to disclose such Trade Secrets and with each employee or consultant who may be the inventor of patentable inventions (invented within the scope of their employment or consulting relationship) an invention assignment agreement requiring such employee or consultant to assign all rights to such inventions, including, patents and patent applications, to Grantor and further requiring such employee or consultant to cooperate fully with Grantor and its successors in interest in the prosecution of any patent application or in any litigation involving the invention, whether such cooperation is required during such employee’s employment or such consultant’s relationship with Grantor or after the termination thereof.

Covenants of the Grantor. Until this Security Agreement has terminated in accordance The Grantor hereby covenants and agrees with Section 20 hereof, the Grantor agrees to do the followingCollateral Agent that: (a) The Grantor shall give prior written notice to not change its legal name or assume or operate in any jurisdiction under any trade, fictitious or other name (other than the name "Video Network Communications Inc.") unless (i) it shall have given the Collateral Agent (and in any event not later than thirty (30) days days' prior written notice of its intention to do so which clearly describes such new name and the jurisdictions in which such new name will be used and provides the Collateral Agent with any change described below other information in this subsection) of: (i) any change in connection therewith as the Grantor’s name; Collateral Agent may reasonably request and (ii) any changes in it shall have taken all actions reasonably requested by the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that Collateral Agent to maintain the Grantor shall not locate any Collateral outside of security interest granted to the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United States.Secured Parties under this Security Agreement fully perfected; (b) The Grantor shall not surrender change its corporate structure or lose possession its domicile of incorporation by redomiciliation, redomestication or otherwise unless (i) it shall have given the Collateral Agent thirty (30) days' prior written notice of its intention to do so which clearly describes such change and identifies the new jurisdiction and provides the Collateral Agent with any other than information in connection therewith as the Collateral Agent may reasonably request and (ii) it shall have taken all actions reasonably requested by the Collateral Agent to maintain the security interest granted to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business.Agent under this Security Agreement fully perfected; and (c) The Grantor shall keep not establish any new location for its chief executive office or the location of its books, records and other documents relating to or evidencing Accounts or Intellectual Property unless (i) the Grantor provides the Collateral free of all Liens except the liens and security interests in favor of the Secured Parties and the other Permitted Liens. Agent thirty (d30) The Grantor shall protect, defend and maintain the validity and enforceability days prior written prior written notice of its material Intellectual Property; intention to move to such new location, clearly describing such new location, and provides the Collateral Agent with any other information in connection therewith as the Collateral Agent may reasonably request and (ii) promptly advise it shall have taken all actions reasonably requested by the Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated maintain the security interest granted to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of Agent under this Security AgreementAgreement fully perfected. (f) Grantor shall not use or permit Collateral to be used in violation of any applicable law, rule or regulation or in violation of any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blank, in form and substance satisfactory to Collateral Agent. (i) Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to the extent the validity thereof is being contested in good faith.

Covenants of the Grantor. Until this Security Agreement has terminated So long as any of the obligations shall remain outstanding, unless Lender shall otherwise consent in accordance with Section 20 hereof, the Grantor agrees to do the followingwriting: (a) The Grantor shall give prior written notice to not merge or consolidate into, or transfer any of the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United Statesother Person. (b) The Grantor shall not surrender change its name unless it has given the Lender thirty (30) days’ prior written notice thereof and executed or lose possession of (other than authorized, at the request o the Lender, such additional financing statements to be filed in such jurisdictions as the Secured Parties), sell, lease, rent Lender may deem necessary or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except desirable in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its businesssole discretion. (c) The Grantor shall keep shall, at any time and from time to time, whether or not the Collateral free Official Text of all Liens except the liens and security interests in favor Revised Article 9, 2000 Revision, of the Secured Parties Uniform Commercial Code promulgated by the American Law Institute and the other Permitted Liens. National Conference of Commissioners on Uniform State Laws or a version thereof (d“Uniform Revised Article 9”) The Grantor shall protecthas been adopted in any particular jurisdiction, defend and maintain take such steps as the validity and enforceability of its material Intellectual Property; Lender may reasonably request for the Lender (iii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement. (f) Grantor shall not use or permit Collateral to be used in violation of any applicable law, rule or regulation or in violation of any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blankobtain an acknowledgment, in form and substance reasonably satisfactory to the Lender, of any bailee having possession of any of the Collateral, stating that the bailee holds possession of such Collateral Agent. on behalf of the Lender, (iii) to obtain “control” of any investment property, deposit accounts, letter-of-credit rights, or electronic chattel paper (as such terms are defined by Revised Article 9 with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the Lender, and (iii) otherwise to insure the continued perfection and priority of the Lender’s security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation of or following the effectiveness of Revised Article 9 in any jurisdiction. If the Grantor shall pay at any time, whether or not Uniform Revised Article 9 has been adopted in any particular jurisdiction, acquire a “commercial tort claim” (as such term is defined in Revised Article 9) [with a claim for damages in excess of $1,000,000], the Grantor, as the case may be, shall promptly when due all property notify the Lender thereof in writing, providing a reasonable description and other taxes, assessments and government charges or levies imposed uponsummary thereof, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except shall execute a supplement to this Security Agreement granting a security interest in such commercial tort claim to the extent the validity thereof is being contested in good faithLender.

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the The Grantor hereby agrees to do the followingthat: (a) The Grantor It shall give prior written notice take all action necessary to maintain and to perfect the Collateral Agent’s security interest on behalf of the Secured Party in the Hertz Collateral now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the Collateral Agent (liens and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United Statessecurity interests granted hereunder. (b) The Grantor shall not surrender At any time and from time to time, upon the written request of the Collateral Agent, and at its sole expense, it will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or lose possession of (other than continuation statements under the UCC in effect in any jurisdiction with respect to the Secured Parties)liens and security interests granted hereby. It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, sellat its expense, lease, rent it being understood that the Collateral Agent shall have no obligation whatsoever to prepare or otherwise dispose of file such financing statements. If any amount payable under or transfer in connection with any of the Hertz Collateral shall be or become evidenced by any right promissory note, chattel paper or interest thereinother instrument, except such note, chattel paper or instrument shall be deemed to be held in the ordinary course of business consistent with past practice trust and except promptly pledged to the extent Collateral Agent hereunder, and shall, subject to the rights of equipment that is obsolete or no longer useful any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to its businessthe Collateral Agent and delivered to the Collateral Agent promptly. (c) The Grantor It shall keep warrant and defend the Collateral free of all Liens except Agent’s right, title and interest in and to the liens Hertz Collateral and security interests in favor the Proceeds thereof, for the benefit of the Secured Parties Party against the claims and the other Permitted Liensdemands of all Persons whomsoever. (d) The Grantor shall protect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement. (f) Grantor shall not use or permit Collateral to be used in violation of any applicable law, rule or regulation or in violation of any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blank, in form and substance satisfactory to Collateral Agent. (i) Grantor shall pay promptly when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, services, materials and supplies) against, the Collateral except to the extent the validity thereof is being contested in good faith.

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the Grantor agrees to do the following: (a) The Grantor shall give prior written notice will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein (other than Permitted Liens and the security interest created hereby) unless the Collateral Agent agrees otherwise in writing. The Grantor will not permit any Lien notices with respect to the Collateral Agent (and or any portion thereof to exist or be on file in any event not later than thirty (30) days prior public office, except with respect to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity Liens created hereunder or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United StatesPermitted Liens. (b) The Grantor shall will not surrender (i) change the location of its chief executive office or lose possession establish any place of (business other than to the Secured Parties)those set forth in Annex A, sell, lease, rent (ii) move or otherwise dispose of or transfer any permit movement of the Collateral from the locations specified in Annex A or (iii) voluntarily or involuntarily change its identity or corporate structure, unless in each case the Grantor shall have given the Collateral Agent 30 days' prior written notice thereof and shall have in advance executed and caused to be filed and/or delivered to the Collateral Agent any right financing statements or other documents reasonably requested by the Collateral Agent to maintain the security interest therein, except of the Collateral Agent in the ordinary course of business consistent Collateral intended to be granted hereby at all times fully perfected and in full force and effect in accordance with past practice Section 4(c) hereof all in form and except substance satisfactory to the extent of equipment that is obsolete or no longer useful to its businessCollateral Agent. (c) The Grantor shall keep will, promptly upon request by the Collateral free of Agent, execute and deliver or use its best efforts to procure any document (including, without limitation, warehouseman or processor disclaimers, landlord waivers, disclaimers or subordination agreements with respect to any and all Liens except the liens and security interests in favor inventory that is a part of the Secured Parties Collateral), give any notices, execute and file any financing statements, mortgages or other documents, all in form and substance satisfactory to the Collateral Agent, mark any chattel paper, deliver any chattel paper or instruments to thx Xxllateral Agent and take any other actions that are necessary or, in the opinion of the Collateral Agent, desirable to perfect or continue the perfection and (except to the extent provided in the Credit Agreement with respect to certain Permitted Liens) the first priority of the Collateral Agent's security interest in the Collateral, to protect the Collateral against the rights, claims, or interests of third persons other than holders of Permitted Liens or tot effect the purposes of this Security Agreement. To the extent required in the Credit Agreement, the Grantor will pay all costs incurred in connection with any of the foregoing. The Grantor authorizes the Collateral Agent to file any such financing statements without the signature of the Grantor. (d) The Without the prior written consent of the Collateral Agent, the Grantor will not in any way hypothecate or create or permit to exist any Lien, security interest, charge or encumbrance on or other interest in the Collateral, except for Permitted Liens and the Lien created by this Security Agreement, and the Grantor will not sell, transfer, assign, pledge, collaterally assign, exchange or otherwise dispose of the Collateral, except as permitted in the Credit Agreement. If the proceeds of any such sale are notes, instruments, documents of title, letters of credit or chattel paper, such proceeds shall protectbe promptly delivered to the Collateral Agent to be held as Collateral hereunder. If the Collateral, defend or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of the Collateral Agent shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and maintain the validity Grantor will hold the proceeds thereof in a separate account for the benefit of the Collateral Agent and enforceability of its material Intellectual Property; (ii) promptly advise the other Secured Parties. Following such a sale, the Grantor will transfer such proceeds to the Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consentkind. (e) So long as no Event The Grantor will not enter into any agreement or understanding which may restrict or inhibit the Collateral Agent's rights or ability to sell or otherwise dispose of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity Collateral or any part thereof for any purpose not inconsistent with after the terms or purpose occurrence of this Security Agreementan Event of Default. (f) Grantor Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall not use have the right at any time to make any payments and do any other acts the Collateral Agent may deem necessary to protect its security interests in the Collateral, including, without limitation, the rights to pay, purchase, contest or permit compromise any encumbrance, charge or Lien which, in the reasonable judgment of the Collateral Agent, appears to be used prior to or superior to the security interests granted hereunder, and appear in violation of and defend any applicable lawaction or proceeding purporting to affect its security interests in, rule or regulation or in violation of any policy of insurance covering and/or the value of, the Collateral. (g) The Grantor shall maintain such insurance promptly (but in no event later than one (1) Business Day) after its receipt thereof, deliver to the Collateral Agent any documents or certificates of title issued with respect to liabilitiesany property included in the Collateral, losses and any promissory notes, letters of credit or damage instruments related to or otherwise in respect connection with any property included in the Collateral, which in any such case came into the possession of the assets and properties of Grantor as may customarily be carried Grantor, or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in cause the industry. (h) Grantor shall issuer thereof to deliver any and all originals of Collateral consisting of certificates or Instruments the same directly to the Collateral Agent, in each case with any necessary endorsements in favor of the Collateral Agent. Such documents, certificates of title, promissory notes, letters of credit or instruments shall in each case be delivered in suitable form for transfer by delivery, or shall be accompanied by Grantor’s endorsement, where necessary duly executed instruments of transfer or assignments assignment in blank, all in form and substance satisfactory to the Collateral Agent. (h) In furtherance of the continuing assignment and security interest in the Accounts of the Grantor granted pursuant to this Security Agreement, upon the creation of Accounts, the Grantor will keep and maintain, at its own cost and expense, satisfactory and complete records of its Accounts, including, but not limited to, the originals of all documentation with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and will execute and deliver to the Collateral Agent in such form and manner as the Collateral Agent may require, solely for its convenience in maintaining records of Collateral, such confirmatory schedules of Accounts, and other appropriate reports designating, identifying and describing the Accounts as the Collateral Agent may require. In addition, upon the Collateral Agent's request, the Grantor shall provide the Collateral Agent with copies of agreements with, or purchase orders from, the customers of the Grantor and copies of invoices to customers, proof of shipment or delivery and such other documentation and information relating to said Accounts and other Collateral as the Collateral Agent may require, at the Grantor's own cost and expense. Failure to provide the Collateral Agent with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. The Grantor hereby authorizes the Collateral Agent to regard the Grantor's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by the Grantor's authorized officers or agents. (i) Unless an Event of Default has occurred, and is continuing, the Grantor may and will enforce, collect and receive all amounts owing on the Accounts, for the benefit of and on behalf of the Secured Parties such privilege shall pay promptly when due all terminate automatically, however, upon the occurrence of an Event of Default, or which has not otherwise been waived by the Lenders as provided in the Credit Agreement. Any checks, cash, notes or other instruments or property received by the Grantor with respect to any Accounts shall be held by the Grantor in trust for the benefit of the Secured Parties, separate from the Grantor's own property and funds, and immediately turned over to the Collateral Agent with proper assignments or endorsements. No checks, drafts or other taxesinstruments received by the Collateral Agent shall constitute-final payment unless and until such instruments have actually been collected. (j) The Grantor agrees to notify the Collateral Agent promptly of any matters materially affecting the value, assessments enforceability or collectability of any Account, and government charges or levies imposed uponof all material customer disputes, offsets, defenses, counterclaims, returns and rejections, and all claims reclaimed or repossessed merchandise or goods; provided, however, that such notice shall only be required as to any such matter that affects Accounts outstanding at one time from any account debtor having a value greater than $100,000. The Grantor agrees to issue credit memos promptly (including claims with duplicates to the Collateral Agent upon its request for laborsame) upon accepting returns or granting allowances, services, materials and supplies) againstmay continue to do so until the occurrence of an Event of Default that has not been waived by the Collateral Agent. After the occurrence and during the continuance of an Event of Default, the Grantor agrees that all returned, reclaimed or repossessed merchandise or goods shall be set aside by the Grantor, marked with the Secured Parties' names and (i) held by the Grantor for the Secured Parties' account as owners and assignees or (ii) if the Collateral except Agent directs, sold by the Grantor in the ordinary course of business. (k) The Grantor will do nothing to impair the rights of the Secured Parties and the Collateral Agent in the Collateral. The Grantor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of the Grantor to pay its obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to the extent Grantor. (l) The Grantor agrees that if any warehouse receipt or receipt in the validity nature of a warehouse receipt is issued with respect to any of its Inventory, such warehouse receipt or receipt in the nature thereof shall not be "negotiable" (as such term is being contested used in good faithSection 7-104 of the Uniform Commercial Code as in effect in any relevant jurisdiction or under other relevant law).

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the Grantor agrees to do the following: (a) The Grantor shall give prior written notice will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein (other than Permitted Liens and the security interest created hereby) unless the Collateral Agent agrees otherwise in writing. The Grantor will not permit any Lien notices with respect to the Collateral Agent (and or any portion thereof to exist or be on file in any event not later than thirty (30) days prior public office, except with respect to any change described below in this subsection) of: (i) any change in the Grantor’s name; (ii) any changes in the Grantor’s identity Liens created hereunder or structure in any manner which might make any financing statement filed hereunder incorrect or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization to a jurisdiction outside of the United StatesPermitted Liens. (b) The Grantor shall will not surrender (i) change the location of its chief executive office or lose possession establish any place of (business other than to the Secured Parties)those set forth in Annex A, sell, lease, rent (ii) move or otherwise dispose of or transfer any permit movement of the Collateral from the locations specified in Annex A or (iii) voluntarily or involuntarily change its identity or corporate structure, unless in each case the Grantor shall have given the Collateral Agent 30 days' prior written notice thereof and shall have in advance executed and caused to be filed and/or delivered to the Collateral Agent any right financing statements or other documents reasonably requested by the Collateral Agent to maintain the security interest therein, except of the Collateral Agent in the ordinary course of business consistent Collateral intended to be granted hereby at all times fully perfected and in full force and effect in accordance with past practice Section 4(c) hereof all in form and except substance satisfactory to the extent of equipment that is obsolete or no longer useful to its businessCollateral Agent. (c) The Grantor shall keep will, promptly upon request by the Collateral free of Agent, execute and deliver or use its best efforts to procure any document (including, without limitation, warehouseman or processor disclaimers, landlord waivers, disclaimers or subordination agreements with respect to 148 any and all Liens except the liens and security interests in favor inventory that is a part of the Secured Parties Collateral), give any notices, execute and file any financing statements, mortgages or other documents, all in form and substance satisfactory to the Collateral Agent, mark xxx chattel paper, deliver any chattel paper or instruments to the Collateral Agent and take any other actions that are necessary or, in the opinion of the Collateral Agent, desirable to perfect or continue the perfection and (except to the extent provided in the Credit Agreement with respect to certain Permitted Liens) the first priority of the Collateral Agent's security interest in the Collateral, to protect the Collateral against the rights, claims, or interests of third persons other than holders of Permitted Liens or to effect the purposes of this Security Agreement. To the extent required in the Credit Agreement, the Grantor will pay all costs incurred in connection with any of the foregoing. The Grantor authorizes the Collateral Agent to file any such financing statements without the signature of the Grantor. (d) The Without the prior written consent of the Collateral Agent, the Grantor will not in any way hypothecate or create or permit to exist any Lien, security interest, charge or encumbrance on or other interest in the Collateral, except for Permitted Liens and the Lien created by this Security Agreement, and the Grantor will not sell, transfer, assign, pledge, collaterally assign, exchange or otherwise dispose of the Collateral, except as permitted in the Credit Agreement. If the proceeds of any such sale are notes, instruments, documents of title, letters of credit or chattel paper, such proceeds shall protectbe promptly delivered to the Collateral Agent to be held as Collateral hereunder. If the Collateral, defend or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest of the Collateral Agent shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and maintain the validity Grantor will hold the proceeds thereof in a separate account for the benefit of the Collateral Agent and enforceability of its material Intellectual Property; (ii) promptly advise the other Secured Parties. Following such a sale, the Grantor will transfer such proceeds to the Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consentkind. (e) So long as no Event The Grantor will not enter into any agreement or understanding which may restrict or inhibit the Collateral Agent's rights or ability to sell or otherwise dispose of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity Collateral or any part thereof for any purpose not inconsistent with after the terms or purpose occurrence of this Security Agreementan Event of Default. (f) Grantor Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall not use have the right at any time to make any payments and do any other acts the Collateral Agent may deem necessary to protect its security interests in the Collateral, including, without limitation, the rights to pay, purchase, contest or permit compromise any encumbrance, charge or Lien which, in the reasonable judgment of the Collateral Agent, appears to be used prior to or superior to the security interests granted hereunder, and appear in violation of and defend any applicable lawaction or proceeding purporting to affect its security interests in, rule or regulation or in violation of any policy of insurance covering and/or the value of, the Collateral. (g) The Grantor shall maintain such insurance promptly (but in no event later than one (1) Business Day) after its receipt thereof, deliver to the Collateral Agent any documents or certificates of title issued with respect to liabilitiesany property included in the Collateral, losses and any promissory notes, letters of credit or damage instruments related to or otherwise in respect connection with any property included in the Collateral, which in any such case came into the possession of the assets and properties of Grantor as may customarily be carried Grantor, or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in cause the industry. (h) Grantor shall issuer thereof to deliver any and all originals of Collateral consisting of certificates or Instruments the same directly to the Collateral Agent, in each case with any necessary endorsements in favor of the Collateral Agent. Such documents, certificates of title, promissory notes, letters of credit or instruments shall in each case be delivered in suitable form for transfer by delivery, or shall be accompanied by Grantor’s endorsement, where necessary duly executed instruments of transfer or assignments assignment in blank, all in form and substance satisfactory to the Collateral Agent. (h) In furtherance of the continuing assignment and security interest in the Accounts of the Grantor granted pursuant to this Security Agreement, upon the creation of Accounts, the Grantor will keep and maintain, at its own cost and expense, satisfactory and complete records of its Accounts, including, but not limited to, the originals of all documentation with respect thereto, records of all payments received, all credits granted thereon, all merchandise returned and all other dealings therewith, and will execute and deliver to the Collateral Agent in such form and manner as the Collateral Agent may require, solely for its convenience in maintaining records of Collateral, such confirmatory schedules of Accounts, and other appropriate reports designating, identifying and describing the Accounts as the Collateral Agent may require. In addition, upon the Collateral Agent's request, the Grantor shall provide the Collateral Agent with copies of agreements with, or purchase orders from, the customers of the Grantor and copies of invoices to customers, proof of shipment or delivery and such other documentation and information relating to said Accounts and other Collateral as the Collateral Agent may require, at the Grantor's own cost and expense. Failure to provide the Collateral Agent with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. The Grantor hereby authorizes the Collateral Agent to regard the Grantor's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by the Grantor's authorized officers or agents. (i) Unless an Event of Default has occurred, and is continuing, the Grantor may and will enforce, collect and receive all amounts owing on the Accounts, for the benefit of and on behalf of the Secured Parties such privilege shall pay promptly when due all terminate automatically, however, upon the occurrence of an Event of Default, or which has not otherwise been waived by the Collateral Agent. Any checks, cash, notes or other instruments or property received by the Grantor with respect to any Accounts shall be held by the Grantor in trust for the benefit of the Secured Parties, separate from the Grantor's own property and funds, and immediately turned over to the Collateral Agent with proper assignments or endorsements. No checks, drafts or other taxesinstruments received by the Collateral Agent shall constitute-final payment unless and until such instruments have actually been collected. (j) The Grantor agrees to notify the Collateral Agent promptly of any matters materially affecting the value, assessments enforceability or collectability of any Account, and government charges or levies imposed uponof all material customer disputes, offsets, defenses, counterclaims, returns and rejections, and all claims reclaimed or repossessed merchandise or goods; provided, however, that such notice shall only be required as to any such matter that affects Accounts outstanding at one time from any account debtor having a value greater than $100,000. The Grantor agrees to issue credit memos promptly (including claims for labor, services, materials and supplies) against, with duplicates to the Collateral except Agent upon its request for same) upon accepting returns or granting allowances, and may continue to do so until the extent occurrence of an Event of Default that has not been waived by the validity thereof is being contested in good faith.150

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the The Grantor hereby agrees to do the followingas follows: (a) The Grantor, at the Grantor’s expense, shall promptly procure, execute and deliver to the Lenders all documents, instruments and agreements and perform all acts which are necessary, or which any Lender may reasonably request, to establish, maintain, preserve, protect and perfect the Collateral, the liens and security interests granted to the Lenders therein and the first priority of such liens and security interests or to enable the Lenders to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, the Grantor shall give prior written notice to the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office, substantially in the Grantor’s name; form of Attachment 2 or Attachment 3 hereto, as applicable, or other forms reasonably acceptable to the Lenders and (ii) any changes in the Grantor’s identity or structure take all commercially reasonable steps in any manner which might make any financing statement filed hereunder incorrect proceeding before the Patent and Trademark Office, to diligently prosecute or misleading; or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside maintain, as applicable, each application and registration of the United States nor shall Patents and Trademarks, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the Grantor change its jurisdiction of organization to a jurisdiction outside of extent permitted by the United StatesLoan Agreement). (b) The Grantor shall not surrender use any Collateral or lose possession permit any Collateral to be used in violation of (other than to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer i) any provision of the Collateral Loan Agreement, this Agreement or any right other Finance Document, or interest therein(ii) any applicable law or contractual obligation, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its businesspermitted by the Loan Agreement. (c) The Grantor shall keep the Collateral free of pay promptly when due all Liens except the liens taxes and other governmental charges, all liens, security interests in favor of the Secured Parties and the all other Permitted Lienscharges now or hereafter imposed upon, relating to or affecting any Collateral. (d) The Grantor shall protect, appear in and defend and maintain any action or proceeding which could reasonably be expected to adversely affect its title to or any Lender’s security interest in the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consentCollateral. (e) So long as no Event of Default shall have occurred and be continuing, the The Grantor shall be entitled keep accurate and complete records of the Collateral and shall permit each Lender to exercise any examine and all voting make copies of such records and other consensual rights pertaining provide such reports and information relating to the Pledged Equity or Collateral as any part thereof for any purpose not inconsistent with Lender may reasonably request from time to time during ordinary business hours of the terms or purpose of this Security AgreementGrantor. (f) The Grantor shall not use sell, encumber, lease, rent, option, license or permit otherwise dispose of or transfer any Collateral or right or interest therein, except to be used the extent permitted by the Loan Agreement, and the Grantor shall keep the Collateral free of all Security Interests (as defined in violation the Loan Agreement) other than Security Interests granted in favor of any applicable law, rule or regulation the Lenders hereunder or in violation any other Finance Document. Without limiting the terms of the Loan Agreement or any policy other Finance Document, the Grantor shall keep all know-how and clinical trial data in the United States in connection with Nefecon (or any successor or alternate name) free of insurance covering all Security Interests (as defined in the CollateralLoan Agreement), except for any Security Interets otherwise permitted to exist pursuant to the terms of the Loan Agreement. (g) The Grantor shall maintain will promptly notify the Lenders in writing regarding the filing (and in any event no later than 30 days after such insurance filing), either by the Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any patent or trademark with respect to liabilitiesthe Patent and Trademark Office, losses or damage in respect (ii) any assignment of any patent or trademark, which the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amountsacquire from a third party, with the Patent and Trademark Office, in each case, including a description of such deductiblespatent or trademark, covering the date of filing and the filing information provided to the Patent and Trademark Office, such risks as the applicable serial, application or registration number, and otherwise on each such terms and conditions as written notice shall be customary for corporations similarly situated in the industrydeemed to automatically supplement and amend Schedule A to Attachment 1 hereto and/or Schedule B to Attachment 1 hereto to add such patent, patent application, trademark or trademark application, as applicable, without any further action by any party. (h) The Grantor shall deliver not change its name in any manner unless the Grantor shall have given the Lenders at least thirty (30) days’ prior written notice thereof and shall have taken all originals action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by any Lender to amend the financing statements or continuation statements filed in connection with this Agreement so that it is not seriously misleading. The Grantor shall not reincorporate or reorganize itself under the laws of Collateral consisting any jurisdiction other than the jurisdiction in which it is incorporated or organized as of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary the date hereof without the prior written consent of transfer or assignments in blank, in form and substance satisfactory to Collateral Agenteach Lender. (i) The Grantor shall pay promptly when due all property and other taxes, assessments and government charges not permit any of its subsidiaries to (i) make any filing or levies imposed upon, and all claims application for any right or interest (including claims for labor, services, materials any ownership interest) with respect to any United States trademark or patent with the Patent and suppliesTrademark Office or (ii) against, otherwise acquire any right or interest (including any ownership interest) with respect to any United States trademark or patent via assignment or otherwise other than licenses from the Collateral except to Grantor that are permitted by the extent the validity thereof is being contested in good faithLoan Agreement.

Covenants of the Grantor. Until this Security Agreement has terminated in accordance with Section 20 hereof, the Grantor hereby agrees to do the followingas follows: (a) The Grantor, at the Grantor's expense, shall promptly procure, execute and deliver to Lender all documents, instruments and agreements and perform all acts which are necessary, or which Lender may request, to establish, maintain, preserve, protect and perfect the Collateral, the lien granted to Lender therein and the first priority of such lien (subject to Permitted Liens) or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, Grantor shall give prior written notice to the Collateral Agent (and in any event not later than thirty (30) days prior to any change described below in this subsection) of: (i) any change execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Trademark Office or the Copyright Office, as applicable, substantially in the Grantor’s name; forms of ATTACHMENTS 2 AND 3 hereto or other forms acceptable to Lender and (ii) take all commercially reasonable steps in any changes proceeding before the Patent and Trademark Office, the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to diligently prosecute or maintain, as applicable, each application and registration of the Patents, Trademarks and Copyrights, including filing of renewals, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings (except to the extent that the failure to prosecute or maintain or the dedication, abandonment or invalidation thereof is permitted hereunder or unless Grantor in the Grantor’s identity exercise of its prudent business judgment deems the failure to prosecute or structure in any manner which might make any financing statement filed hereunder incorrect maintain or misleading; the dedication, abandonment or (iii) any change in jurisdiction of organization; provided that the Grantor shall not locate any Collateral outside of the United States nor shall the Grantor change its jurisdiction of organization invalidation to a jurisdiction outside of the United Statesbe commercially reasonable). (b) The Grantor shall not surrender or lose possession of (other than to the Secured Parties), sell, lease, rent or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except in the ordinary course of business consistent with past practice and except to the extent of equipment that is obsolete or no longer useful to its business. (c) The Grantor shall keep the Collateral free of all Liens except the liens and security interests in favor of the Secured Parties and the other Permitted Liens. (d) The Grantor shall protect, defend and maintain the validity and enforceability of its material Intellectual Property; (ii) promptly advise Collateral Agent in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Grantor’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s written consent. (e) So long as no Event of Default shall have occurred and be continuing, the Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purpose of this Security Agreement. (f) Grantor shall not use any Collateral or permit any Collateral to be used in violation of (i) any provision of the Loan Agreement, this Security Agreement or any Other Agreements, (ii) any applicable law, governmental rule or regulation contractual obligation, or in violation of (iii) any policy of insurance covering the Collateral. (g) Grantor shall maintain such insurance with respect to liabilities, losses or damage in respect of the assets and properties of Grantor as may customarily be carried or maintained under similar circumstances by corporations of established reputation engaged in similar businesses in such amounts, with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for corporations similarly situated in the industry. (h) Grantor shall deliver any and all originals of Collateral consisting of certificates or Instruments to Collateral Agent, accompanied by Grantor’s endorsement, where necessary of transfer or assignments in blank, in form and substance satisfactory to Collateral Agent. (ic) Grantor shall pay promptly when due all property taxes and other taxesgovernmental charges, assessments and government charges or levies imposed upon, all liens and all claims other charges (including claims for labor, services, materials and supplies) against, the Collateral except to the extent constituting Permitted Liens) now or hereafter imposed upon, relating to or affecting any Collateral. (d) Grantor shall appear in and defend any action or proceeding which may affect its title to or Lender's security interest in the Collateral. (e) Grantor shall keep accurate and complete records of the Collateral and shall permit Lender to examine and make copies of such records and provide such reports and information relating to the Collateral as Lender may request from time to time. (f) Grantor shall not sell, encumber, lease, rent, option, license or otherwise dispose of or transfer any Collateral or right or interest therein except as permitted in the Loan Agreement, and Grantor shall keep the Collateral free of all liens except Permitted Liens. (g) Grantor (either directly or through licensees) will continue to use the Trademarks in connection with each and every trademark class of goods or services applicable to its current line of products or services as reflected in its current catalogs, brochures, price lists or similar materials in order to maintain the Trademarks in full force and effect free from any claim of abandonment for nonuse, and Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. Grantor will not do any act, or omit to do any act, whereby the Patents or Patent Registrations may become abandoned or dedicated or the remedies available against potential infringers weakened and shall notify Lender immediately if it knows of any reason or has reason to know that any such Patent Registration may become abandoned or dedicated, unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value. Grantor will not do any act or omit to do any act, whereby the Copyrights may become abandoned or dedicated or the remedies available against potential infringers weakened unless Grantor, in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value, and shall notify Lender immediately if it knows of any reason or has reason to know that any such Copyright may become abandoned or dedicated. (h) Grantor will promptly notify Lender upon the filing, either by Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any Patent, Trademark, or Copyright with the Patent and Trademark Office or the Copyright Office or any similar office or agency in any other country or any political subdivision thereof, (ii) any assignment of any Patent or Trademark, which Grantor may acquire from a third party, with the Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, or (iii) any assignment of any Copyright, which Grantor may acquire from a third party, with the Copyright Office or any similar office or agency in any other country or any political subdivision thereof. (i) Grantor shall make application to (i) the Patent and Trademark Office to register any unpatented but patentable inventions developed by Grantor or its employees or consultants (within the scope of their employment or consulting relationship), unless Grantor, in the exercise of its prudent business judgment, deems any such Patent not to have any significant commercial value or determines that its rights thereunder are better preserved as a Trade Secret, (ii) the Patent and Trademark Office to register any registerable but unregistered Trademarks used by Grantor in connection with its products or services unless Grantor in the exercise of its prudent business judgment, deems any such Trademark not to have any significant commercial value, and (iii) the Copyright Office to register any unregistered Copyright to which Grantor has rights unless Grantor in the exercise of its prudent business judgment, deems any such Copyright not to have any significant commercial value or determines that its rights thereunder are better protected as a Trade Secret. (j) Grantor shall and shall cause its employees and licensees to (i) use proper statutory notice in connection with its use of the Patents, Trademarks and Copyrights, (ii) maintain consistent standards of quality in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take all commercially reasonable steps necessary to protect the secrecy and the validity thereof under applicable law of all material Trade Secrets. (k) If Grantor learns of any use by any Person of any term or design likely to cause confusion with any Trademark, Grantor shall promptly notify Lender of such use and of all steps taken and to be taken to remedy any infringement of such Trademark. (l) Grantor shall maintain with each employee or consultant who may have access to the Trade Secrets of Grantor an agreement by which such employee or consultant agrees not to disclose such Trade Secrets and with each employee or consultant who may be the inventor of patentable inventions (invented within the scope of their employment or consulting relationship) an invention assignment agreement requiring such employee or consultant to assign all rights to such inventions, including, patents and patent applications, to Grantor and further requiring such employee or consultant to cooperate fully with Grantor and its successors in interest, including Lender, and their counsel, in the prosecution of any patent application or in any litigation involving the invention, whether such cooperation is being contested in good faithrequired during such employee's employment or such consultant's relationship with Grantor or after the termination thereof.