RATIFIES ITS AUTHORIZATION FOR THE AGENT TO HAVE FILED IN
ANY UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING STATEMENTS OR
AMENDMENTS THERETO IF FILED PRIOR TO THE DATE HEREOF.
(IX)
GRANTOR SHALL NOTIFY AGENT PROMPTLY UPON
GRANTOR BECOMING AWARE THAT IT HOLDS ANY COMMERCIAL TORT CLAIM THE VALUE OF
WHICH IS IN EXCESS OF $100,000.
WITH RESPECT TO ANY NEW COMMERCIAL TORT CLAIMS,
GRANTOR WILL EXECUTE AND DELIVER SUCH DOCUMENTS AS AGENT DEEMS REASONABLY
NECESSARY TO CREATE, PERFECT AND PROTECT AGENT'S SECURITY INTEREST IN SUCH
COMMERCIAL TORT CLAIM.
(B)
MAINTENANCE OF RECORDS.
GRANTOR SHALL KEEP
AND MAINTAIN, AT ITS 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, ALL IN REASONABLE DETAIL.
GRANTOR SHALL MARK ITS BOOKS AND
RECORDS PERTAINING TO THE COLLATERAL TO EVIDENCE THIS SECURITY AGREEMENT AND THE
LIENS GRANTED HEREBY.
IF GRANTOR RETAINS POSSESSION OF ANY CHATTEL PAPER OR
INSTRUMENTS HAVING A VALUE IN EXCESS OF $250,000, INDIVIDUALLY OR IN THE
AGGREGATE, 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)
GRANTOR SHALL NOTIFY AGENT PROMPTLY IF
IT KNOWS OR HAS REASON TO KNOW THAT ANY APPLICATION OR REGISTRATION RELATING TO
ANY 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 GRANTOR'S OWNERSHIP OF ANY PATENT,
TRADEMARK OR COPYRIGHT, ITS RIGHT TO REGISTER THE SAME, OR TO KEEP AND MAINTAIN
THE SAME.
(II)
IF, BEFORE THE OBLIGATIONS ARE PAID IN
FULL, GRANTOR ACQUIRES OR BECOMES ENTITLED TO ANY NEW OR ADDITIONAL OWNERSHIP
RIGHTS IN PATENTS, TRADEMARKS OR FEDERALLY REGISTERED COPYRIGHTS, OR RIGHTS
THERETO, GRANTOR SHALL GIVE TO AGENT PROMPT WRITTEN NOTICE
9
THEREOF, AND 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 GRANTOR RELATING THERETO OR
REPRESENTED THEREBY.
(III)
GRANTOR SHALL TAKE ALL ACTIONS NECESSARY OR
REASONABLY REQUESTED BY AGENT TO MAINTAIN AND PURSUE (AND NOT ABANDON) 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 GRANTOR SHALL DETERMINE THAT SUCH PATENT, TRADEMARK OR
COPYRIGHT IS NOT MATERIAL TO THE CONDUCT OF ITS BUSINESS.
(IV)
IN