ARISING, ABSOLUTE TITLE TO EACH SUCH PATENT OR TRADEMARK
FREE AND CLEAR OF ALL LIENS EXCEPT PERMITTED LIENS, AND (II) WILL KEEP ALL
PATENTS AND TRADEMARKS FREE AND CLEAR OF ALL LIENS EXCEPT PERMITTED LIENS.
(F)
NO SALE. EXCEPT AS PERMITTED IN THE CREDIT AGREEMENT, DEBTOR WILL
NOT ASSIGN, TRANSFER, ENCUMBER OR OTHERWISE DISPOSE OF THE PATENTS OR
TRADEMARKS, OR ANY INTEREST THEREIN, WITHOUT AGENT'S PRIOR WRITTEN CONSENT.
(G)
DEFENSE. DEBTOR WILL AT ITS OWN EXPENSE AND USING COMMERCIALLY
REASONABLE EFFORTS, PROTECT AND DEFEND THE PATENTS AND TRADEMARKS AGAINST ALL
CLAIMS OR DEMANDS OF ALL PERSONS OTHER THAN THOSE HOLDING PERMITTED LIENS.
(H)
MAINTENANCE. DEBTOR WILL AT ITS OWN EXPENSE MAINTAIN THE PATENTS
AND THE TRADEMARKS TO THE EXTENT REASONABLY ADVISABLE IN ITS BUSINESS INCLUDING,
BUT NOT LIMITED TO, FILING ALL APPLICATIONS TO OBTAIN LETTERS PATENT OR
TRADEMARK REGISTRATIONS AND ALL AFFIDAVITS, MAINTENANCE FEES, ANNUITIES, AND
RENEWALS POSSIBLE WITH RESPECT TO LETTERS PATENT, TRADEMARK REGISTRATIONS AND
APPLICATIONS THEREFOR.
DEBTOR COVENANTS THAT IT WILL NOT ABANDON NOR FAIL TO
PAY ANY MAINTENANCE FEE OR ANNUITY DUE AND PAYABLE ON ANY PATENT OR TRADEMARK,
NOR FAIL TO FILE ANY REQUIRED AFFIDAVIT OR RENEWAL IN SUPPORT THEREOF, WITHOUT
FIRST PROVIDING AGENT:
(I) SUFFICIENT WRITTEN NOTICE, OF AT LEAST 30 DAYS, TO
ALLOW AGENT TO TIMELY PAY ANY SUCH MAINTENANCE FEES OR ANNUITIES WHICH MAY
BECOME DUE ON ANY PATENTS OR TRADEMARKS, OR TO FILE ANY AFFIDAVIT OR RENEWAL
WITH RESPECT THERETO, AND (II) A SEPARATE WRITTEN POWER OF ATTORNEY OR OTHER
AUTHORIZATION TO PAY SUCH MAINTENANCE FEES OR ANNUITIES, OR TO FILE SUCH
AFFIDAVIT OR RENEWAL, SHOULD SUCH BE NECESSARY OR DESIRABLE.
(I)
AGENT'S RIGHT TO TAKE ACTION. IF DEBTOR FAILS TO PERFORM OR
OBSERVE ANY OF ITS COVENANTS OR AGREEMENTS SET FORTH IN THIS SECTION 3, AND IF
SUCH FAILURE CONTINUES FOR A PERIOD OF TEN (10) CALENDAR DAYS AFTER AGENT GIVES
DEBTOR WRITTEN NOTICE THEREOF (OR, IN THE CASE OF THE AGREEMENTS CONTAINED IN
SUBSECTION (H), IMMEDIATELY UPON THE OCCURRENCE OF SUCH FAILURE, WITHOUT NOTICE
OR LAPSE OF TIME), OR IF DEBTOR NOTIFIES AGENT THAT IT INTENDS TO ABANDON A
PATENT OR TRADEMARK, AGENT MAY (BUT NEED NOT) PERFORM OR OBSERVE SUCH COVENANT
OR AGREEMENT OR TAKE STEPS TO PREVENT SUCH INTENDED ABANDONMENT ON BEHALF AND IN
THE NAME, PLACE AND STEAD OF DEBTOR (OR, AT AGENT'S OPTION, IN AGENT'S OWN NAME)
AND MAY (BUT NEED NOT) TAKE ANY AND ALL OTHER ACTIONS WHICH AGENT MAY REASONABLY
DEEM NECESSARY TO CURE OR CORRECT SUCH FAILURE OR PREVENT SUCH INTENDED
ABANDONMENT.
(J)
COSTS AND EXPENSES. EXCEPT TO THE EXTENT THAT THE EFFECT OF SUCH
PAYMENT WOULD BE TO RENDER ANY LOAN OR FORBEARANCE OF MONEY USURIOUS OR
OTHERWISE ILLEGAL UNDER ANY APPLICABLE LAW, DEBTOR SHALL PAY AGENT ON DEMAND THE
AMOUNT OF ALL MONEYS EXPENDED AND ALL COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY AGENT IN CONNECTION WITH OR AS A
RESULT OF AGENT'S TAKING ACTION UNDER SUBSECTION (I) OR EXERCISING ITS RIGHTS
UNDER SECTION 6, TOGETHER WITH