NOT (I) SELL, ASSIGN (BY
OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH
RESPECT TO, ANY OF THE COLLATERAL, EXCEPT EXPRESSLY PERMITTED BY THE CREDIT
AGREEMENT, OR (II) CREATE OR PERMIT TO EXIST ANY LIEN UPON OR WITH RESPECT TO
ANY OF THE COLLATERAL OF ANY OF GRANTORS, EXCEPT FOR PERMITTED LIENS. THE
INCLUSION OF PROCEEDS IN THE COLLATERAL SHALL NOT BE DEEMED TO CONSTITUTE
AGENT'S CONSENT TO ANY SALE OR OTHER DISPOSITION OF ANY OF THE COLLATERAL EXCEPT
AS EXPRESSLY PERMITTED IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
(I)
OTHER ACTIONS AS TO ANY AND ALL COLLATERAL. EACH GRANTOR SHALL
PROMPTLY (AND IN ANY EVENT WITHIN 5 BUSINESS DAYS OF ACQUIRING OR OBTAINING SUCH
COLLATERAL) NOTIFY AGENT IN WRITING UPON ACQUIRING OR OTHERWISE OBTAINING ANY
COLLATERAL AFTER THE DATE HEREOF CONSISTING OF INVESTMENT RELATED PROPERTY,
CHATTEL PAPER (ELECTRONIC, TANGIBLE OR OTHERWISE), DOCUMENTS (AS DEFINED IN THE
CODE), OR INSTRUMENTS (AS DEFINED IN THE CODE) AND, UPON THE REQUEST OF AGENT
AND IN ACCORDANCE WITH SECTION 8 HEREOF, PROMPTLY EXECUTE SUCH OTHER DOCUMENTS,
OR IF APPLICABLE, DELIVER SUCH CHATTEL PAPER, OTHER DOCUMENTS OR CERTIFICATES
EVIDENCING ANY INVESTMENT RELATED PROPERTY IN ACCORDANCE WITH SECTION 6 HEREOF
AND DO SUCH OTHER ACTS OR THINGS DEEMED NECESSARY OR DESIRABLE BY AGENT TO
PROTECT AGENT'S SECURITY INTEREST THEREIN.
10
(J)
INTELLECTUAL PROPERTY COLLATERAL.
(I)
EACH GRANTOR (EITHER ITSELF OR THROUGH ITS LICENSEES) WILL PLACE
APPROPRIATE NOTICE OF COPYRIGHT ON ALL COPIES EMBODYING COPYRIGHTED WORKS
COVERED BY THE COPYRIGHT WHICH ARE PUBLICLY DISTRIBUTED AND NO GRANTOR WILL (AND
WILL NOT PERMIT ANY LICENSEE THEREOF TO) DO ANY ACT OR KNOWINGLY OMIT TO DO ANY
ACT WHEREBY ANY COPYRIGHT MAY BECOME INVALIDATED OR DEDICATED TO THE PUBLIC
DOMAIN. EACH GRANTOR WILL CONTINUE TO USE STANDARDS OF QUALITY IN THE
MANUFACTURE OF PRODUCTS SOLD UNDER THE TRADEMARKS THAT ARE AT LEAST EQUAL TO
THOSE STANDARDS IN EFFECT AS OF THE DATE OF THIS AGREEMENT. EACH GRANTOR (EITHER
ITSELF OR THROUGH ITS LICENSEES) WILL CONTINUE TO USE THE TRADEMARKS ON ITS
CURRENT LINES OF GOODS AS REFLECTED IN ITS CURRENT CATALOGS, BROCHURES AND PRICE
LISTS IN ORDER TO MAINTAIN THE TRADEMARKS IN FULL FORCE AND EFFECT, IN THE
ORDINARY COURSE OF BUSINESS, AND NO GRANTOR WILL (OR WILL PERMIT ANY LICENSEE
THEREOF TO) DO ANY ACT OR KNOWINGLY OMIT TO DO ANY ACT WHEREBY ANY TRADEMARK MAY
BECOME INVALIDATED. NO GRANTOR WILL DO ANY ACT, OR OMIT TO DO ANY ACT, OR PERMIT
ANY LICENSEE THEREOF TO DO ANY ACT WHEREBY ANY PATENT MAY BECOME ABANDONED OR
DEDICATED.
(II)
EACH GRANTOR WILL PROMPTLY PERFORM ALL ACTS AND EXECUTE ALL
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, GRANTS OF SECURITY IN FORMS ACCEPTABLE
TO AGENT AND SUITABLE FOR RECORDING WITH (A) THE UNITED STATES PATENT AND
TRADEMARK OFFICE AND THE UNITED STATES REGISTER OF COPYRIGHTS, AND (B) THE
APPROPRIATE OFFICES AND AGENCIES OF FOREIGN JURISDICTIONS REASONABLY REQUESTED
BY AGENT AT ANY TIME TO EVIDENCE, PERFECT, MAINTAIN, RECORD OR ENFORCE THE
AGENT'S SECURITY INTEREST IN