DATE SUCH APPLICATIONS OR
REGISTRATIONS WILL BE FILED; (II) PRIOR TO THE FILING OF ANY SUCH APPLICATIONS
OR REGISTRATIONS, EXECUTE SUCH DOCUMENTS AS LENDER MAY REASONABLY REQUEST FOR
LENDER TO MAINTAIN ITS PERFECTION IN SUCH INTELLECTUAL PROPERTY RIGHTS TO BE
REGISTERED BY GUARANTOR; (III) UPON THE REQUEST OF LENDER, EITHER DELIVER TO
LENDER OR FILE SUCH DOCUMENTS SIMULTANEOUSLY WITH THE FILING OF ANY SUCH
APPLICATIONS OR REGISTRATIONS; (IV) UPON FILING ANY SUCH APPLICATIONS OR
REGISTRATIONS, PROMPTLY PROVIDE LENDER WITH A COPY OF SUCH APPLICATIONS OR
REGISTRATIONS TOGETHER WITH ANY EXHIBITS, EVIDENCE OF THE FILING OF ANY
DOCUMENTS REQUESTED BY LENDER TO BE FILED FOR LENDER TO MAINTAIN THE PERFECTION
AND PRIORITY OF ITS SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY RIGHTS, AND
THE DATE OF SUCH FILING. LENDER SHALL EXECUTE AND DELIVER SUCH ADDITIONAL
INSTRUMENTS
AND DOCUMENTS FROM TIME TO TIME AS LENDER SHALL REASONABLY REQUEST TO PERFECT
AND MAINTAIN THE PERFECTION AND PRIORITY OF LENDER'S SECURITY INTEREST IN THE
INTELLECTUAL PROPERTY COLLATERAL. GUARANTOR SHALL (I) PROTECT, DEFEND AND
MAINTAIN THE VALIDITY AND ENFORCEABILITY OF THE TRADE SECRETS, TRADEMARKS,
PATENTS AND COPYRIGHTS, (II) USE COMMERCIALLY REASONABLE EFFORTS TO DETECT
INFRINGEMENTS OF THE TRADEMARKS, PATENTS AND COPYRIGHTS AND PROMPTLY ADVISE
LENDER IN WRITING OF MATERIAL INFRINGEMENTS DETECTED AND (III) NOT ALLOW ANY
MATERIAL TRADEMARKS, PATENTS OR COPYRIGHTS TO BE ABANDONED, FORFEITED OR
DEDICATED TO THE PUBLIC WITHOUT THE WRITTEN CONSENT OF LENDER, WHICH SHALL NOT
BE UNREASONABLY WITHHELD. LENDER MAY AUDIT LENDER'S INTELLECTUAL PROPERTY
COLLATERAL TO CONFIRM COMPLIANCE WITH THIS SECTION 3.2, PROVIDED SUCH AUDIT MAY
NOT OCCUR MORE OFTEN THAN TWICE PER YEAR, UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING.
LENDER SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO TAKE, AT GUARANTOR'S SOLE EXPENSE, ANY ACTIONS THAT GUARANTOR IS
REQUIRED UNDER THIS SECTION 3.2 TO TAKE BUT WHICH GUARANTOR FAILS TO TAKE, AFTER
15 DAYS' NOTICE TO GUARANTOR.
GUARANTOR SHALL REIMBURSE AND INDEMNIFY LENDER
FOR ALL REASONABLE COSTS AND REASONABLE EXPENSES INCURRED IN THE REASONABLE
EXERCISE OF ITS RIGHTS UNDER THIS SECTION 3.2.
3.3
PERFECTION OF SECURITY INTEREST.
GUARANTOR SHALL EXECUTE AND
DELIVER SUCH DOCUMENTS AS LENDER REASONABLY DEEMS NECESSARY TO CREATE, PERFECT
AND CONTINUE THE SECURITY INTEREST IN ANY PORTION OF THE CHARGED COLLATERAL.
NOTWITHSTANDING THE ABOVE, BY NO LATER THEN WITHIN TWENTY-ONE (21) DAYS OF THE
DATE HEREOF, GUARANTOR SHALL BE OBLIGATED TO FILE THIS AGREEMENT, TOGETHER WITH
THE GUARANTY, WITH THE ISRAELI REGISTRAR OF COMPANIES AND PROVIDE LENDER SAID
DOCUMENTS TOGETHER WITH FORMS FOR CREATING A FLOATING CHARGE STAMPED TO INDICATE
FILING WITH THE ISRAELI REGISTRAR OF COMPANIES IN THE FORM ATTACHED HERETO AS
EXHIBIT D AND A CERTIFICATE OF REGISTRATION EVIDENCING SUCH FILING.
3.4
INSURANCE OF CHARGED COLLATERAL.
GUARANTOR, AT ITS EXPENSE, SHALL
KEEP THE CHARGED COLLATERAL INSURED AGAINST LOSS OR DAMAGE BY FIRE, THEFT,
EXPLOSION, SPRINKLERS, AND ALL OTHER HAZARDS AND RISKS, AND IN SUCH AMOUNTS, AS
ORDINARILY INSURED AGAINST BY OTHER OWNERS IN SIMILAR BUSINESSES CONDUCTED IN
THE LOCATIONS WHERE GUARANTOR'S BUSINESS IS CONDUCTED ON THE DATE HEREOF.
GUARANTOR SHALL