AND BE CONTINUING, THE
ADMINISTRATIVE AGENT SHALL NOT DO ANY OF THE FOREGOING EXCEPT DURING NORMAL
BUSINESS HOURS AND AFTER GIVING THE BORROWER AGENT REASONABLE PRIOR NOTICE AND
THE AFFECTED BORROWER OPPORTUNITY TO BE PRESENT. EACH BORROWER, AT ITS OWN
EXPENSE, SHALL DELIVER TO THE ADMINISTRATIVE AGENT THE RESULTS OF EACH PHYSICAL
VERIFICATION, IF ANY, WHICH SUCH BORROWER MAY IN ITS DISCRETION HAVE MADE, OR
CAUSED ANY OTHER PERSON TO HAVE MADE ON ITS BEHALF, OF ALL OR ANY PORTION OF ITS
INVENTORY.
10.4
Covenants of the Borrowers with Respect to Collateral.
Each Borrower covenants and agrees with Administrative Agent, for the benefit of
the Lenders, that from and after the date of this Agreement and until the
Termination Date:
(A)
MAINTENANCE OF RECORDS. THE BORROWERS SHALL KEEP AND MAINTAIN, AT
THEIR OWN COST AND EXPENSE, SATISFACTORY AND COMPLETE RECORDS OF THE COLLATERAL,
INCLUDING A RECORD OF ANY AND ALL PAYMENTS RECEIVED AND ANY AND ALL CREDITS
GRANTED WITH RESPECT TO THE COLLATERAL AND ALL OTHER DEALINGS WITH THE
COLLATERAL, IN EACH CASE IN A MANNER CONSISTENT WITH PAST PRACTICE. UPON REQUEST
BY THE ADMINISTRATIVE AGENT, THE BORROWERS SHALL MARK THEIR BOOKS
46
AND RECORDS PERTAINING TO THE COLLATERAL TO EVIDENCE THIS AGREEMENT AND THE
LIENS GRANTED HEREBY. IF ANY BORROWER RETAINS POSSESSION OF ANY CHATTEL PAPER OR
INSTRUMENTS WITH THE ADMINISTRATIVE AGENT'S CONSENT, SUCH CHATTEL PAPER AND
INSTRUMENTS SHALL, IF REQUESTED BY THE ADMINISTRATIVE AGENT, BE MARKED WITH THE
FOLLOWING LEGEND: "THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED HEREBY
ARE SUBJECT TO THE SECURITY INTEREST OF WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, AS THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS."
(B)
COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.
(I)
THE BORROWERS SHALL NOTIFY ADMINISTRATIVE AGENT PROMPTLY IF ANY
BORROWER KNOWS OR HAS REASON TO KNOW THAT ANY APPLICATION OR REGISTRATION
RELATING TO ANY MATERIAL PATENT, TRADEMARK OR COPYRIGHT (NOW OR HEREAFTER
EXISTING) MAY BECOME ABANDONED OR DEDICATED, OR OF ANY ADVERSE DETERMINATION OR
DEVELOPMENT (INCLUDING THE INSTITUTION OF, OR ANY SUCH DETERMINATION OR
DEVELOPMENT IN, ANY PROCEEDING IN THE UNITED STATES PATENT AND TRADEMARK OFFICE,
THE UNITED STATES COPYRIGHT OFFICE OR ANY COURT) REGARDING ANY BORROWER'S
OWNERSHIP OF ANY MATERIAL PATENT, TRADEMARK OR COPYRIGHT, ITS RIGHT TO REGISTER
THE SAME, OR TO KEEP AND MAINTAIN THE SAME.
(II)
PROMPTLY AFTER ANY BORROWER, EITHER ITSELF OR THROUGH THE
ADMINISTRATIVE AGENT, EMPLOYEE, LICENSEE OR DESIGNEE, FILES AN APPLICATION FOR
THE REGISTRATION OF ANY PATENT, TRADEMARK OR COPYRIGHT WITH THE UNITED STATES
PATENT AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE, THE BORROWERS
SHALL GIVE THE ADMINISTRATIVE AGENT WRITTEN NOTICE OF SUCH FILING AND, UPON
REQUEST OF THE ADMINISTRATIVE AGENT, SUCH BORROWER SHALL EXECUTE AND DELIVER ANY
AND ALL PATENT SECURITY AGREEMENTS, COPYRIGHT SECURITY AGREEMENTS OR TRADEMARK
SECURITY AGREEMENTS AS ADMINISTRATIVE AGENT MAY REQUEST TO EVIDENCE
ADMINISTRATIVE AGENT'S LIEN ON SUCH PATENT, TRADEMARK OR COPYRIGHT, AND THE
GENERAL INTANGIBLES OF SUCH BORROWER RELATING THERETO OR REPRESENTED THEREBY.
(III)
THE BORROWERS SHALL TAKE ALL ACTIONS NECESSARY OR REQUESTED