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 CAPITALSOURCE FINANCE LLC, AS AGENT, FOR THE BENEFIT OF
CERTAIN LENDERS."
(C)
COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.
(I)
IF SUCH GRANTOR, EITHER DIRECTLY OR THROUGH ANY AGENT, EMPLOYEE,
LICENSEE OR DESIGNEE, FILES 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, SUCH GRANTOR
SHALL GIVE AGENT PROMPT WRITTEN NOTICE THEREOF, AND, UPON REQUEST OF AGENT, SUCH
GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL INTELLECTUAL PROPERTY 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.
(II)
SUCH 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
PATENT, TRADEMARK AND COPYRIGHT (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 SUCH GRANTOR SHALL DETERMINE IN ITS GOOD FAITH BUSINESS JUDGMENT THAT
SUCH PATENT, TRADEMARK OR COPYRIGHT IS NOT MATERIAL TO THE CONDUCT OF ITS
BUSINESS.
(III)
IN THE EVENT THAT SUCH GRANTOR BECOMES AWARE THAT ANY OF THE
PATENT, TRADEMARK OR COPYRIGHT COLLATERAL IS INFRINGED UPON, OR MISAPPROPRIATED
OR DILUTED BY A THIRD PARTY, AND SUCH GRANTOR DETERMINES IN ITS GOOD FAITH
BUSINESS JUDGMENT TO INITIATE A SUIT AGAINST SUCH THIRD PARTY FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, SUCH GRANTOR SHALL NOTIFY AGENT THEREOF AND ENTER
INTO A SUPPLEMENT TO THIS SECURITY AGREEMENT, GRANTING TO AGENT A LIEN IN THE
RESULTING COMMERCIAL TORT CLAIM.
SUCH GRANTOR SHALL, UNLESS IT SHALL DETERMINE
OTHERWISE IN ITS GOOD FAITH BUSINESS JUDGMENT, PROMPTLY UPON LEARNING OF SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION, SUE FOR INFRINGEMENT,
MISAPPROPRIATION
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OR DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, AND SHALL TAKE SUCH OTHER ACTIONS AS SUCH GRANTOR
SHALL DEEM APPROPRIATE IN ITS GOOD FAITH BUSINESS JUDGMENT UNDER THE
CIRCUMSTANCES TO PROTECT SUCH PATENT, TRADEMARK OR COPYRIGHT COLLATERAL.
(D)
COMPLIANCE WITH TERMS OF ACCOUNTS, ETC.
SUCH GRANTOR WILL PERFORM
AND COMPLY IN ALL MATERIAL RESPECTS WITH ALL OBLIGATIONS IN RESPECT OF THE
COLLATERAL AND ALL OTHER AGREEMENTS TO WHICH IT IS A PARTY OR BY WHICH IT IS
BOUND RELATING TO THE COLLATERAL.
(E)
FURTHER IDENTIFICATION OF COLLATERAL.
SUCH GRANTOR WILL, IF
REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT REASONABLY REQUESTS,
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS AGENT REASONABLY MAY
REQUEST, ALL IN SUCH REASONABLE DETAIL AS AGENT MAY SPECIFY.
SUCH GRANTOR SHALL
PROMPTLY NOTIFY AGENT IN WRITING UPON ACQUIRING ANY INTEREST HEREAFTER IN ANY
MATERIAL PROPERTY WITH A