THAN DISCLOSED TO SECURED PARTY, OR (III) CHANGE ITS NAME,
IDENTITY OR CORPORATE STRUCTURE TO SUCH AN EXTENT THAT ANY FINANCING STATEMENT
FILED BY THE SECURED PARTY IN CONNECTION WITH THIS SECURITY AGREEMENT WOULD
BECOME SERIOUSLY MISLEADING OR FAULTY UNDER ARTICLE 9, UNLESS IT SHALL HAVE
GIVEN THE SECURED PARTY AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE THEREOF.
(P)
INTELLECTUAL PROPERTY.
(I)
THE DEBTOR (EITHER ITSELF OR THROUGH
LICENSEES) WILL, EXCEPT WITH RESPECT TO ANY TRADEMARK THAT THE DEBTOR SHALL
REASONABLY DETERMINE IS OF NEGLIGIBLE ECONOMIC VALUE TO IT, (I) CONTINUE TO USE
EACH TRADEMARK ON EACH AND EVERY TRADEMARK CLASS OF GOODS APPLICABLE TO ITS
CURRENT LINE AS REFLECTED IN ITS CURRENT CATALOGS, BROCHURES AND PRICE LISTS IN
ORDER TO MAINTAIN SUCH TRADEMARK IN FULL FORCE FREE FROM ANY CLAIM OF
ABANDONMENT FOR NON-USE, (II) MAINTAIN AS IN THE PAST THE QUALITY OF PRODUCTS
AND SERVICES OFFERED UNDER SUCH TRADEMARK, (III) WITH RESPECT TO A REGISTERED
TRADEMARK, EMPLOY SUCH TRADEMARK WITH THE APPROPRIATE NOTICE OF REGISTRATION,
(IV) NOT ADOPT OR USE ANY MARK WHICH IS CONFUSINGLY SIMILAR OR A COLORABLE
IMITATION OF SUCH TRADEMARK UNLESS THE SECURED PARTY, SHALL OBTAIN A PERFECTED
SECURITY INTEREST IN SUCH MARK PURSUANT TO THIS SECURITY AGREEMENT, AND (V) NOT
(AND NOT PERMIT ANY LICENSEE OR SUBLICENSEE THEREOF TO) DO ANY ACT OR KNOWINGLY
OMIT TO DO ANY ACT WHEREBY ANY TRADEMARK MAY BECOME INVALIDATED.
(II)
THE DEBTOR WILL NOT, EXCEPT WITH RESPECT
TO ANY PATENT THAT THE DEBTOR SHALL REASONABLY DETERMINE IS OF NEGLIGIBLE
ECONOMIC VALUE TO IT, DO ANY ACT, OR OMIT TO DO ANY ACT, WHEREBY ANY PATENT MAY
BECOME ABANDONED OR DEDICATED.
(III)
THE DEBTOR WILL NOTIFY THE SECURED PARTY
IMMEDIATELY IF IT KNOWS, OR HAS REASON TO KNOW, THAT ANY APPLICATION OR
REGISTRATION RELATING TO ANY INTELLECTUAL PROPERTY MAY BECOME ABANDONED OR
DEDICATED, OR OF ANY ADVERSE DETERMINATION OR DEVELOPMENT (INCLUDING, WITHOUT
LIMITATION, THE INSTITUTION OF, OR ANY SUCH DETERMINATION OR DEVELOPMENT IN, ANY
PROCEEDING IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY COURT OR
TRIBUNAL IN ANY COUNTRY) REGARDING THE DEBTOR'S OWNERSHIP OF ANY INTELLECTUAL
PROPERTY OR ITS RIGHT TO REGISTER THE SAME OR TO KEEP AND MAINTAIN THE SAME.
(IV)
WHENEVER THE DEBTOR, EITHER BY ITSELF OR
THROUGH ANY SECURED PARTY, EMPLOYEE, LICENSEE OR DESIGNEE, SHALL FILE AN
APPLICATION FOR THE REGISTRATION OF ANY INTELLECTUAL PROPERTY WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE WITH THE UNITED STATES COPYRIGHT OFFICE OR
ANY SIMILAR OFFICE OR AGENCY IN ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION
THEREOF, THE DEBTOR SHALL REPORT SUCH FILING TO THE SECURED PARTY WITHIN FIVE
(5) BUSINESS DAYS AFTER THE LAST DAY OF THE FISCAL QUARTER IN WHICH SUCH FILING
OCCURS.
(V)
THE DEBTOR SHALL EXECUTE AND DELIVER ANY AND
ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS, AND PAPERS AS THE SECURED PARTY MAY
REQUEST TO EVIDENCE THE
10
SECURED PARTY'S SECURITY INTEREST IN ANY INTELLECTUAL PROPERTY AND THE GOODWILL
AND GENERAL INTANGIBLES OF THE DEBTOR RELATING THERETO OR REPRESENTED THEREBY,
AND THE DEBTOR