RIGHT TO HAVE ASSIGNED TO IT ANY SUCH ITEMS,
THEN THE DEBTOR SHALL PROMPTLY EITHER: (I) CAUSE SUCH AFFILIATE TO ASSIGN ALL OF
ITS RIGHTS IN SUCH ITEM(S) TO THE DEBTOR; OR (II) NOTIFY THE SECURED PARTY OF
SUCH ITEM(S) AND CAUSE SUCH AFFILIATE TO EXECUTE AND DELIVER TO THE SECURED
PARTY A PATENT AND TRADEMARK SECURITY AGREEMENT SUBSTANTIALLY IN THE FORM OF
THIS AGREEMENT.
(E)
TITLE. THE DEBTOR HAS ABSOLUTE TITLE TO EACH PATENT AND EACH
TRADEMARK LISTED ON EXHIBITS A AND B, FREE AND CLEAR OF ALL LIENS EXCEPT
PERMITTED LIENS. THE DEBTOR (I) WILL HAVE, AT THE TIME THE DEBTOR ACQUIRES ANY
RIGHTS IN PATENTS OR TRADEMARKS HEREAFTER 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, THE DEBTOR
WILL NOT ASSIGN, TRANSFER, ENCUMBER OR OTHERWISE DISPOSE OF THE PATENTS OR
TRADEMARKS, OR ANY INTEREST THEREIN, WITHOUT THE SECURED PARTY'S PRIOR WRITTEN
CONSENT.
(G)
DEFENSE. THE 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. THE 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.
THE 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 THE SECURED PARTY:
(I) SUFFICIENT WRITTEN
NOTICE, OF AT LEAST 30 DAYS, TO ALLOW THE SECURED PARTY 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)
SECURED PARTY'S RIGHT TO TAKE ACTION. IF THE 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
THE SECURED PARTY GIVES THE 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 THE DEBTOR NOTIFIES THE
SECURED PARTY THAT IT INTENDS TO ABANDON A PATENT OR TRADEMARK, THE SECURED
PARTY MAY (BUT NEED NOT) PERFORM OR OBSERVE SUCH COVENANT OR AGREEMENT OR TAKE
STEPS TO PREVENT