Common use of Covenants of the Grantors Clause in Contracts

Covenants of the Grantors. Each Grantor shall: (a) Not use or permit any Collateral to be used in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral (unless such violation together with all other violations does not and could not reasonably be expected to have a material adverse effect on the value or use of any material portion of the Collateral); (b) Notify Collateral Agent of any change in the Grantor's name, trade names, fictitious business names, identity or corporate structure at least 30 days prior to such change; (c) Give Collateral Agent 30 days' prior written notice of any change in the location of the Grantor's (i) chief place of business, (ii) chief executive office and (iii) offices where the Grantor's records regarding Collateral and the originals of all chattel paper that evidence Collateral are kept; (d) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business and other than such Equipment and Inventory which, either singly or in the aggregate, is not material) at the places therefor specified on SCHEDULE I hereto or at such other places in jurisdictions where all action has been taken that may be necessary or desirable, or that Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to such Equipment and Inventory; (e) Keep records of the Inventory which are correct and accurate in all material respects, itemizing and describing the kind, type and quantity of Inventory and the Grantor's cost therefor all in accordance with the past practices of the Grantor; (f) If any Inventory is in possession or control of any of the Grantor's agents or processors, then upon the occurrence of an Event of Default, at the request of Collateral Agent, instruct such agent or processor to hold all such Inventory for the account of Collateral Agent and subject to the instructions of Collateral Agent; (g) Keep its chief place of business and chief executive office and the office where it keeps its material records concerning the Collateral, and all originals of all chattel paper that evidence Collateral, at the location therefor specified in SECTION 5(A) or at such other locations in a jurisdiction where all action that may be necessary or desirable, or that Collateral Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to such Collateral has been taken. Each Grantor will hold and preserve such material records and chattel paper in accordance with Grantor's past practice and will permit representatives of Collateral Agent at any time during normal business hours and upon reasonable notice to inspect and make abstracts from such material records and chattel paper and each Grantor agrees to render to Collateral Agent, at the Grantor's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; and (h) Perform and comply in all material respects with all contractual obligations relating to the Collateral.

Covenants of the Grantors. Each Grantor shall:: ------------------------- (a) Not use or permit any Collateral to be used in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral (unless such violation together with all other violations does not and could not reasonably be expected to have a material adverse effect on the value or use of any material portion of the Collateral); (b) Notify Collateral Agent of any change in the Grantor's name, trade names, fictitious business names, identity or corporate structure at least 30 days prior to such change; (c) Give Collateral Agent 30 days' prior written notice of any change in the location of the Grantor's (i) chief place of business, (ii) chief executive office and (iii) offices where the Grantor's records regarding Collateral and the originals of all chattel paper that evidence Collateral are kept; (d) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business and other than such Equipment and Inventory which, either singly or in the aggregate, is not material) at the places therefor specified on SCHEDULE I hereto or at such other places in jurisdictions where all action has been taken that may be necessary or desirable, or that Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to such Equipment and Inventory; (e) Keep records of the Inventory which are correct and accurate in all material respects, itemizing and describing the kind, type and quantity of Inventory and the Grantor's cost therefor all in accordance with the past practices of the Grantor; (f) If any Inventory is in possession or control of any of the Grantor's agents or processors, then upon the occurrence of an Event of Default, at the request of Collateral Agent, instruct such agent or processor to hold all such Inventory for the account of Collateral Agent and subject to the instructions of Collateral Agent; (g) Keep its chief place of business and chief executive office and the office where it keeps its material records concerning the Collateral, and all originals of all chattel paper that evidence Collateral, at the location therefor specified in SECTION 5(A5(a) or at such other locations in a jurisdiction where all action that may be necessary or desirable, or that Collateral Agent may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to such Collateral has been taken. Each Grantor will hold and preserve such material records and chattel paper in accordance with Grantor's past practice and will permit representatives of Collateral Agent at any time during normal business hours and upon reasonable notice to inspect and make abstracts from such material records and chattel paper and each Grantor agrees to render to Collateral Agent, at the Grantor's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; and (h) Perform and comply in all material respects with all contractual obligations relating to the Collateral.

Covenants of the Grantors. Each Grantor shallhereby agrees as follows: (a) Not use or permit any Collateral Each Grantor, at the Grantors’ expense, shall promptly procure, execute and deliver to be used in violation of any provision of this Agreementthe Administrative Agent all documents, instruments and agreements and perform all acts which are necessary, or any applicable statute, regulation or ordinance or any policy of insurance covering which the Collateral (unless such violation together with all other violations does not and could not reasonably be expected to have a material adverse effect on the value or use of any material portion of the Collateral); (b) Notify Collateral Agent of any change in the Grantor's name, trade names, fictitious business names, identity or corporate structure at least 30 days prior to such change; (c) Give Collateral Agent 30 days' prior written notice of any change in the location of the Grantor's (i) chief place of business, (ii) chief executive office and (iii) offices where the Grantor's records regarding Collateral and the originals of all chattel paper that evidence Collateral are kept; (d) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business and other than such Equipment and Inventory which, either singly or in the aggregate, is not material) at the places therefor specified on SCHEDULE I hereto or at such other places in jurisdictions where all action has been taken that may be necessary or desirable, or that Collateral Administrative Agent may reasonably request, to establish, maintain, preserve, protect and perfect its Collateral, the Lien granted to the Administrative Agent therein and the first priority of such Lien with respect to Collateral in order respect to perfect and protect any which a security interest granted or purported to may be granted hereby under applicable law of the United States of America and any states thereof, including without limitation, the UCC and the United States Trademark Act of 1946, the United States Patent Act of 1972 or the United States Copyright Act of 1976, as applicable (subject to Permitted Encumbrances) or to enable Collateral the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any such Equipment Collateral. Without limiting the generality of the preceding sentence, each Grantor shall (i) execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Inventory;Trademark Office or the Copyright Office, as applicable, substantially in the forms of Attachments 2 and 3 hereto or other forms acceptable to the Administrative Agent and (ii) take all commercially reasonable steps in any 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 its Patents, Trademarks, Copyrights and Mask Works, 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 to the public, abandonment or invalidation thereof is permitted hereunder or could not reasonably be expected to have a Material Adverse Effect). (b) Each Grantor shall not use any Collateral or permit any Collateral to be used in violation of (i) any provision of the Credit Agreement, this Security Agreement or any other Loan Document, (ii) any applicable Governmental Rule or Contractual Obligation where such use could reasonably be expected to have a Material Adverse Effect, or (iii) any policy of insurance covering the Collateral where such use could reasonably be expected to have a Material Adverse Effect. (c) Each Grantor shall pay promptly when due all taxes and other governmental charges, all Liens and all other charges (except to the extent constituting Permitted Encumbrances) now or hereafter imposed upon, relating to or affecting any of its Collateral, unless such taxes, charges and Liens are being contested in good faith by appropriate proceedings. (d) Each Grantor shall appear in and defend any action or proceeding which may affect its title to or the Administrative Agent’s security interest in the Grantor’s Collateral if an adverse decision could reasonably be expected to have a Material Adverse Effect. (e) Keep Each Grantor shall keep accurate and complete records of its Collateral and shall permit the Inventory which are correct Administrative Agent to examine and accurate in all material respects, itemizing make copies of such records and describing provide such reports and information relating to such Collateral as the kind, type and quantity of Inventory and the Grantor's cost therefor all in accordance with the past practices of the Grantor;Administrative Agent may reasonably request from time to time. (f) If any Inventory is in possession No Grantor shall sell, encumber, lease, rent, option, license or control otherwise dispose of or transfer any of the Grantor's agents its Collateral or processors, then upon the occurrence of an Event of Default, at the request of Collateral Agent, instruct such agent right or processor to hold all such Inventory for the account of Collateral Agent and subject interest therein except to the instructions extent permitted by the Credit Agreement, and each Grantor shall keep its Collateral free of Collateral Agent;all Liens except Permitted Encumbrances. (g) Keep Each Grantor (either directly or through licensees) will continue to use its chief place of business and chief executive office and the office where it keeps its material records concerning the Collateral, and all originals of all chattel paper that evidence Collateral, at the location therefor specified in SECTION 5(A) or at such other locations in a jurisdiction where all action that may be necessary or desirable, or that Collateral Agent may request, Trademarks in order to perfect maintain such Trademarks in full force and protect effect free from any security interest granted claim of abandonment for nonuse, and such Grantor will not (and will not permit any licensee thereof to) do any act or purported knowingly omit to do any act whereby any of its Trademarks may become invalidated on the grounds of abandonment, unless the failure to do so could not reasonably be granted hereby expected to have a Material Adverse Effect. No Grantor will do any act, or omit to enable Collateral do any act, whereby its Patents or Patent Registrations may become abandoned or dedicated to the public or the remedies available against infringers weakened if such action or omission could reasonably be expected to have a Material Adverse Effect and shall notify the Administrative Agent immediately if it knows of any reason that any such Patent Registration is likely to exercise and enforce its rights and remedies hereunder with respect become abandoned or dedicated to such Collateral has been takenthe public. Each Grantor will hold not do any act or omit to do any act, whereby its Copyrights or Mask Works may become abandoned or dedicated to the public or the remedies available against infringers weakened if such action or omission could reasonably be expected to have a Material Adverse Effect, and preserve shall notify the Administrative Agent immediately if it knows of any reason that any such material records and chattel paper in accordance with Grantor's past practice and will permit representatives of Collateral Agent at any time during normal business hours and upon reasonable notice Copyright or Mask Work is likely to inspect and make abstracts from such material records and chattel paper and each Grantor agrees to render to Collateral Agent, at the Grantor's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; andbecome abandoned or dedicated. (h) Perform Each Grantor will promptly, and comply in any event within ten (10) Banking Days, notify the Administrative Agent after the filing, either by such Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any of Grantor’s Patents, Trademarks, Copyrights or Mask Works 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 such 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 or Mask Work, which such 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) Each Grantor shall use commercially reasonable efforts to (i) use proper statutory notice in connection with its use of its Patents, Trademarks, Copyrights and Mask Works, (ii) maintain the same standards of quality as it uses as of the date hereof in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material respects with all contractual obligations relating Trade Secrets, except to the Collateralextent the failure to do so could not reasonably be expected to have a Material Adverse Effect. (j) If any Responsible Official of any Grantor learns of any use by any Person of any term or design likely to cause confusion with any Trademark owned by such Grantor, the Company or such Grantor shall promptly notify the Administrative Agent of such use and of all steps taken and to be taken to remedy any infringement of such Trademark if such confusion or infringement could reasonably be expected to have a Material Adverse Effect.

Covenants of the Grantors. Each Grantor shallhereby agrees as follows: (a) Not use or permit any Collateral Each Grantor, at the Grantors’ expense, shall promptly procure, execute and deliver to be used in violation of any provision of this Agreementthe Administrative Agent all documents, instruments and agreements and perform all acts which are necessary, or any applicable statute, regulation or ordinance or any policy of insurance covering which the Collateral (unless such violation together with all other violations does not and could not reasonably be expected to have a material adverse effect on the value or use of any material portion of the Collateral); (b) Notify Collateral Agent of any change in the Grantor's name, trade names, fictitious business names, identity or corporate structure at least 30 days prior to such change; (c) Give Collateral Agent 30 days' prior written notice of any change in the location of the Grantor's (i) chief place of business, (ii) chief executive office and (iii) offices where the Grantor's records regarding Collateral and the originals of all chattel paper that evidence Collateral are kept; (d) Keep the Equipment and Inventory (other than Inventory sold in the ordinary course of business and other than such Equipment and Inventory which, either singly or in the aggregate, is not material) at the places therefor specified on SCHEDULE I hereto or at such other places in jurisdictions where all action has been taken that may be necessary or desirable, or that Collateral Administrative Agent may reasonably request, to establish, maintain, preserve, protect and perfect its Collateral, the Lien granted to the Administrative Agent therein and the first priority of such Lien with respect to Collateral (subject to Permitted Encumbrances) in order respect to perfect and protect any which a security interest granted or purported to may be granted hereby under applicable law of the United States of America and any states thereof, including without limitation, the UCC and the United States Trademark Act of 1946, the United States Patent Act of 1972 or the United States Copyright Act of 1976, as applicable (subject to Permitted Encumbrances) or to enable Collateral the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any such Equipment Collateral. Without limiting the generality of the preceding sentence, each Grantor shall (i) execute all notices of security interest for each relevant type of intellectual property in forms suitable for filing with the Patent and Inventory;Trademark Office or the Copyright Office, as applicable, substantially in the forms of Attachments 2 and 3 hereto or other forms acceptable to the Administrative Agent and (ii) take all commercially reasonable steps in any 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 its Patents, Trademarks, Copyrights and Mask Works, 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 to the public, abandonment or invalidation thereof is permitted hereunder or could not reasonably be expected to have a Material Adverse Effect). (b) Each Grantor shall not use any Collateral or permit any Collateral to be used in violation of (i) any provision of the Credit Agreement, this Security Agreement or any other Loan Document, (ii) any applicable Governmental Rule or Contractual Obligation where such use could reasonably be expected to have a Material Adverse Effect, or (iii) any policy of insurance covering the Collateral where such use could reasonably be expected to have a Material Adverse Effect. (c) Each Grantor shall pay promptly when due all taxes and other governmental charges, all Liens and all other charges (except to the extent constituting Permitted Encumbrances) now or hereafter imposed upon, relating to or affecting any of its Collateral, unless such taxes, charges and Liens are being contested in good faith by appropriate proceedings. (d) Each Grantor shall appear in and defend any action or proceeding which may affect its title to or the Administrative Agent’s security interest in the Grantor’s Collateral if an adverse decision could reasonably be expected to have a Material Adverse Effect. (e) Keep Each Grantor shall keep accurate and complete records of its Collateral and shall permit the Inventory which are correct Administrative Agent to examine and accurate in all material respects, itemizing make copies of such records and describing provide such reports and information relating to such Collateral as the kind, type and quantity of Inventory and the Grantor's cost therefor all in accordance with the past practices of the Grantor;Administrative Agent may reasonably request from time to time. (f) If any Inventory is in possession No Grantor shall sell, encumber, lease, rent, option, license or control otherwise dispose of or transfer any of the Grantor's agents its Collateral or processors, then upon the occurrence of an Event of Default, at the request of Collateral Agent, instruct such agent right or processor to hold all such Inventory for the account of Collateral Agent and subject interest therein except to the instructions extent permitted by the Credit Agreement, and each Grantor shall keep its Collateral free of Collateral Agent;all Liens except Permitted Encumbrances. (g) Keep Each Grantor (either directly or through licensees) will continue to use its chief place of business and chief executive office and the office where it keeps its material records concerning the Collateral, and all originals of all chattel paper that evidence Collateral, at the location therefor specified in SECTION 5(A) or at such other locations in a jurisdiction where all action that may be necessary or desirable, or that Collateral Agent may request, Trademarks in order to perfect maintain such Trademarks in full force and protect effect free from any security interest granted claim of abandonment for nonuse, and such Grantor will not (and will not permit any licensee thereof to) do any act or purported knowingly omit to do any act whereby any of its Trademarks may become invalidated on the grounds of abandonment, unless the failure to do so could not reasonably be granted hereby expected to have a Material Adverse Effect. No Grantor will do any act, or omit to enable Collateral do any act, whereby its Patents or Patent Registrations may become abandoned or dedicated to the public or the remedies available against infringers weakened if such action or omission could reasonably be expected to have a Material Adverse Effect and shall notify the Administrative Agent immediately if it knows of any reason that any such Patent Registration is likely to exercise and enforce its rights and remedies hereunder with respect become abandoned or dedicated to such Collateral has been takenthe public. Each Grantor will hold not do any act or omit to do any act, whereby its Copyrights or Mask Works may become abandoned or dedicated to the public or the remedies available against infringers weakened if such action or omission could reasonably be expected to have a Material Adverse Effect, and preserve shall notify the Administrative Agent immediately if it knows of any reason that any such material records and chattel paper in accordance with Grantor's past practice and will permit representatives of Collateral Agent at any time during normal business hours and upon reasonable notice Copyright or Mask Work is likely to inspect and make abstracts from such material records and chattel paper and each Grantor agrees to render to Collateral Agent, at the Grantor's cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto; andbecome abandoned or dedicated. (h) Perform Each Grantor will promptly, and comply in any event within ten (10) Banking Days, notify the Administrative Agent after the filing, either by such Grantor or through any agent, employee, licensee or designee, of (i) an application for the registration of any of Grantor’s Patents, Trademarks, Copyrights or Mask Works 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 such 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 or Mask Work, which such 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) Each Grantor shall use commercially reasonable efforts to (i) use proper statutory notice in connection with its use of its Patents, Trademarks, Copyrights and Mask Works, (ii) maintain the same standards of quality as it uses as of the date hereof in its manufacture of products sold under the Trademarks or provision of services in connection with the Trademarks, and (iii) take all steps necessary to protect the secrecy and the validity under applicable law of all material respects with all contractual obligations relating Trade Secrets, except to the Collateralextent the failure to do so could not reasonably be expected to have a Material Adverse Effect. (j) If any Responsible Official of any Grantor learns of any use by any Person of any term or design likely to cause confusion with any Trademark owned by such Grantor, the Company or such Grantor shall promptly notify the Administrative Agent of such use and of all steps taken and to be taken to remedy any infringement of such Trademark if such confusion or infringement could reasonably be expected to have a Material Adverse Effect.