JURISDICTION ANY INITIAL FINANCING STATEMENTS AND
AMENDMENTS THERETO THAT (A) INDICATE THE COLLATERAL (I) AS ALL ASSETS OF SUCH
GRANTOR OR WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET
COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE CODE OR
SUCH JURISDICTION, OR (II) AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER
DETAIL, AND (B) CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF
THE CODE FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING
STATEMENT OR AMENDMENT, INCLUDING (I) WHETHER SUCH GRANTOR IS AN ORGANIZATION,
THE TYPE OF ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO
SUCH GRANTOR, AND (II) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE
FILING OR INDICATING COLLATERAL AS AS-EXTRACTED COLLATERAL OR TIMBER TO BE CUT,
A SUFFICIENT DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATES.
EACH
GRANTOR AGREES TO FURNISH ANY SUCH INFORMATION TO THE AGENT PROMPTLY UPON
REQUEST.
EACH GRANTOR ALSO 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)
EACH GRANTOR SHALL PROMPTLY, AND IN ANY
EVENT WITHIN TWO (2) BUSINESS DAYS AFTER THE SAME IS ACQUIRED BY IT, NOTIFY
AGENT OF ANY COMMERCIAL TORT CLAIM IN EXCESS OF $250,000 ACQUIRED BY IT AND
UNLESS OTHERWISE CONSENTED BY AGENT, GRANTOR SHALL ENTER INTO A SUPPLEMENT TO
THIS SECURITY AGREEMENT, GRANTING TO AGENT A LIEN IN SUCH COMMERCIAL TORT CLAIM.
(B)
MAINTENANCE OF RECORDS.
GRANTORS SHALL KEEP AND MAINTAIN, AT ITS
OWN COST AND EXPENSE, SATISFACTORY AND COMPLETE RECORDS OF THE COLLATERAL IN
ACCORDANCE WITH PAST BUSINESS PRACTICE, 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 ITS 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)
GRANTOR SHALL NOTIFY AGENT IMMEDIATELY
IF IT 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
9
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 MATERIAL 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