least (i) One Dollar ($1.00) for the three month period ending March 31,
2006, (ii) Two Hundred Fifty Thousand Dollars ($250,000.00) for each of the
three month periods ending April 30, 2006, May 31, 2006, and June 30, 2006, and
(iii) Five Hundred Thousand Dollars ($500,000.00) for the three month period
ending July 31, 2006 and for each of the three month periods ending on last day
of each month thereafter.
6.8
PROTECTION AND REGISTRATION OF INTELLECTUAL PROPERTY RIGHTS.
BORROWER SHALL:
(A) USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROTECT, DEFEND
AND MAINTAIN THE VALIDITY AND ENFORCEABILITY OF ITS INTELLECTUAL PROPERTY; (B)
PROMPTLY ADVISE BANK IN WRITING OF MATERIAL INFRINGEMENTS OF BORROWER'S
INTELLECTUAL PROPERTY; AND (C) NOT ALLOW ANY INTELLECTUAL PROPERTY MATERIAL TO
BORROWER'S BUSINESS TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC
WITHOUT BANK'S PRIOR WRITTEN CONSENT (WHICH CONSENT WILL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED).
IF BORROWER DECIDES TO REGISTER ANY
COPYRIGHTS OR MASK WORKS IN THE UNITED STATES COPYRIGHT OFFICE, BORROWER SHALL:
(X) PROVIDE BANK WITH AT LEAST FIVE (5) BUSINESS DAYS' PRIOR WRITTEN NOTICE OF
ITS INTENT TO REGISTER SUCH COPYRIGHTS OR MASK WORKS, TOGETHER WITH A COPY OF
THE APPLICATION IT INTENDS TO FILE WITH THE UNITED STATES COPYRIGHT OFFICE
(EXCLUDING EXHIBITS THERETO); (Y) EXECUTE SUCH SUPPLEMENTS TO THE IP AGREEMENT
OR RELATED DOCUMENTS AS BANK MAY REASONABLY REQUEST TO MAINTAIN THE PERFECTION
AND PRIORITY OF BANK'S SECURITY INTEREST IN THE COPYRIGHTS OR MASK WORKS
INTENDED TO BE REGISTERED WITH THE UNITED STATES COPYRIGHT OFFICE; AND (Z) AT
BANK'S REQUEST, RECORD SUCH SUPPLEMENTS TO THE IP AGREEMENT OR RELATED FILINGS
WITH THE UNITED STATES COPYRIGHT OFFICE CONTEMPORANEOUSLY WITH FILING THE
COPYRIGHT OR MASK WORK APPLICATION(S) WITH THE UNITED STATES COPYRIGHT OFFICE.
BORROWER SHALL PROMPTLY PROVIDE TO BANK A COPY OF THE APPLICATION(S) FILED WITH
THE UNITED STATES COPYRIGHT OFFICE TOGETHER WITH EVIDENCE OF THE RECORDING OF
SUCH SUPPLEMENTS TO THE IP AGREEMENT OR RELATED FILINGS.
BORROWER SHALL PROVIDE
WRITTEN NOTICE TO BANK OF ANY APPLICATION FILED BY BORROWER IN THE UNITED STATES
PATENT AND TRADEMARK OFFICE FOR A PATENT OR TO REGISTER A TRADEMARK OR SERVICE
MARK WITHIN 30 DAYS AFTER ANY SUCH FILING.
6.9
LITIGATION COOPERATION.
FROM THE DATE HEREOF AND CONTINUING
THROUGH THE TERMINATION OF THIS AGREEMENT, MAKE AVAILABLE TO BANK, WITHOUT
EXPENSE TO BANK, BORROWER AND ITS OFFICERS, EMPLOYEES AND AGENTS AND BORROWER'S
BOOKS AND RECORDS, TO THE EXTENT THAT BANK MAY DEEM THEM REASONABLY NECESSARY TO
PROSECUTE OR DEFEND ANY THIRD-PARTY SUIT OR PROCEEDING INSTITUTED BY OR AGAINST
BANK WITH RESPECT TO ANY COLLATERAL OR RELATING TO BORROWER.
6.10
FURTHER ASSURANCES.
BORROWER SHALL EXECUTE ANY FURTHER INSTRUMENTS
AND TAKE FURTHER ACTION AS BANK REASONABLY REQUESTS TO PERFECT OR CONTINUE
BANK'S LIEN IN THE COLLATERAL OR TO EFFECT THE PURPOSES OF THIS AGREEMENT.
7
NEGATIVE COVENANTS
Borrower shall not do any of the following without Bank's prior written consent:
7.1
DISPOSITIONS.
CONVEY, SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE
OF (COLLECTIVELY, "TRANSFER"), OR PERMIT ANY OF ITS SUBSIDIARIES TO TRANSFER,
ALL OR