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.
GRANTORS SHALL MARK THEIR BOOKS AND RECORDS PERTAINING TO
THE COLLATERAL TO EVIDENCE THIS SECURITY AGREEMENT AND THE LIENS GRANTED
HEREBY.
IF ANY GRANTOR RETAINS POSSESSION OF ANY CHATTEL PAPER OR INSTRUMENTS
WITH AGENT'S CONSENT, SUCH CHATTEL PAPER AND INSTRUMENTS SHALL BE MARKED WITH
THE FOLLOWING LEGEND: "THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED
HEREBY ARE SUBJECT TO THE SECURITY INTEREST OF GENERAL ELECTRIC CAPITAL
CORPORATION, AS AGENT, FOR THE BENEFIT OF AGENT AND CERTAIN LENDERS."
(C)
COVENANTS REGARDING PATENT, TRADEMARK AND
COPYRIGHT COLLATERAL.
(I)
GRANTORS SHALL NOTIFY AGENT IMMEDIATELY
IF THEY KNOW OR HAVE REASON TO KNOW THAT ANY APPLICATION OR REGISTRATION
RELATING TO ANY PATENT,
12
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 GRANTOR'S OWNERSHIP OF ANY PATENT, TRADEMARK
OR COPYRIGHT, ITS RIGHT TO REGISTER THE SAME, OR TO KEEP AND MAINTAIN THE SAME.
(II)
IN NO EVENT SHALL ANY GRANTOR, EITHER
ITSELF OR THROUGH ANY AGENT, EMPLOYEE, LICENSEE OR DESIGNEE, FILE AN APPLICATION
FOR THE REGISTRATION OF ANY PATENT, TRADEMARK OR COPYRIGHT WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR ANY
SIMILAR OFFICE OR AGENCY WITHOUT GIVING AGENT PRIOR WRITTEN NOTICE THEREOF, AND,
UPON REQUEST OF AGENT, GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL PATENT
SECURITY AGREEMENTS, COPYRIGHT SECURITY AGREEMENTS OR TRADEMARK SECURITY
AGREEMENTS AS AGENT MAY REQUEST TO EVIDENCE AGENT'S LIEN ON SUCH PATENT,
TRADEMARK OR COPYRIGHT, AND THE GENERAL INTANGIBLES OF SUCH GRANTOR RELATING
THERETO OR REPRESENTED THEREBY.
(III)
GRANTORS SHALL TAKE ALL ACTIONS NECESSARY OR
REQUESTED BY AGENT TO MAINTAIN AND PURSUE EACH APPLICATION, TO OBTAIN THE
RELEVANT REGISTRATION AND TO MAINTAIN THE REGISTRATION OF EACH OF THE PATENTS,
TRADEMARKS AND COPYRIGHTS (NOW OR HEREAFTER EXISTING), INCLUDING THE FILING OF
APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF NONCONTESTABILITY AND
OPPOSITION AND INTERFERENCE AND CANCELLATION PROCEEDINGS[, UNLESS THE APPLICABLE
GRANTOR SHALL DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT IS NOT MATERIAL
TO THE CONDUCT OF ITS BUSINESS].
(IV)
IN THE EVENT THAT ANY OF THE PATENT, TRADEMARK
OR COPYRIGHT COLLATERAL IS INFRINGED UPON, OR MISAPPROPRIATED OR DILUTED BY A
THIRD PARTY, SUCH GRANTOR SHALL COMPLY WITH SECTION 5(A)(IX) OF THIS SECURITY
AGREEMENT.
SUCH GRANTOR SHALL, UNLESS SUCH GRANTOR SHALL REASONABLY DETERMINE
THAT SUCH PATENT, TRADEMARK OR COPYRIGHT COLLATERAL IS IN NO WAY MATERIAL TO THE
CONDUCT OF ITS BUSINESS OR OPERATIONS, PROMPTLY SUE FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION, AND SHALL TAKE SUCH OTHER ACTIONS AS
AGENT