The Borrower undertakes and covenants with the Lender as follows:

Licensor’s Undertakings. Licensor must use commercially reasonable efforts to promote and develop the Kauffman Name and the Licensed Protocol and educate the general public about the benefits of using the Licensed Protocol through active writing of books, through active writing of articles in magazines, journals and other publications, through speaking engagements designed to teach about the benefits of the Licensed Protocol and through a variety of media including personal appearances on selected national and/or local network television and/or radio shows. In connection with such educational and promotional efforts, Dr. Sandra Kaufmann (“Kaufmann”) shall maintain her medical license in at least one jurisdiction and use commercially reasonable best efforts to maintain or expand the scope of distribution and public awareness of the existing programs, workshops, seminars, Web site, books and articles featuring the Kaufmann Name (hereafter, all of the above, collectively, the “Kaufmann Educational and Promotional Efforts”).

Commercializing Party’s Undertakings. Commercializing Party shall # have all responsibility for the funding and management of Product development, Product research, Product formulations and specifications, brand strategy, marketing, securing, and maintaining registration of the Kaufmann Name and Kaufmann Intellectual Property in the Territory and all related business operations including profit and loss management, # have all responsibility for the funding and management of the Kaufmann Educational and Promotional Efforts (as defined below), # develop, fund, produce, distribute and/or maintain all marketing materials including all communications, Web site design and content, collateral, special reports, e-letters, public relations support and Product marketing, # manage and fund cross functional teams consisting of without limitation research and development, packaging, legal, call center and fulfillment, # take such actions as are commercially reasonable in an effort to successfully develop, promote, advertise and market the Products, and # take such actions, in accordance with the terms of this Agreement, as are commercially reasonable in an effort to design, develop, manufacture, promote, advertise, market and sell the maximum number of Products while maintaining quality and service to all customers.

The Promisor warrants that as at the date of this Instrument it holds a rating of at least Baa3 from Moody’s and BBB- from S&P. If at any time such rating is not maintained by the Promisor, or in the reasonable opinion of the Promisor there is a reasonable likelihood of such rating not being maintained, then the Promisor promptly will give notice of such fact to the Payee, and the Parties will work together in good faith to find a solution that would ensure that the Target Group is not disadvantaged by any such downgrade or potential downgrade and taking into account any impact on the regulatory capital position of the Target Group resulting from such downgrade or potential downgrade, provided that the foregoing shall not, after having discussed the possibility of any collateral support arrangements in good faith, place a binding obligation on Fairfax to implement any cash, letter or credit or similar collateral support arrangements.

Undertakings of Purchaser. Purchaser shall perform, or cause to be performed, when due, all obligations of Merger Sub under this Agreement.

Each Party warrants to the other Party that:

“Standard Securitization Undertakings” means representations, warranties, undertakings, covenants, indemnities and guarantees of performance entered into by the Company or any Subsidiary which the Company has determined in good faith to be customary in a Qualified Receivables Financing.

IN CONSIDERATION of the mutual covenants and undertakings herein contained, Borrowers, Lenders and Agent hereby agree as follows:

Covenants. From the date hereof until the date of the full, final and complete satisfaction of the Loans and all other amounts payable or accrued hereunder (the “Repayment Date”), the Borrower shall:

Covenants. If any Loan Party or any of its Restricted Subsidiaries: