INSTITUTION (OTHER THAN BANK) AT OR WITH WHICH ANY COLLATERAL ACCOUNT
IS MAINTAINED TO EXECUTE AND DELIVER A CONTROL AGREEMENT OR OTHER APPROPRIATE
INSTRUMENT WITH RESPECT TO SUCH COLLATERAL ACCOUNT TO PERFECT BANK'S LIEN IN
SUCH COLLATERAL ACCOUNT IN ACCORDANCE WITH THE TERMS HEREUNDER. THE PROVISIONS
OF THE PREVIOUS SENTENCE SHALL NOT APPLY TO DEPOSIT ACCOUNTS EXCLUSIVELY USED
FOR PAYROLL, PAYROLL TAXES AND OTHER EMPLOYEE WAGE AND BENEFIT PAYMENTS TO OR
FOR THE BENEFIT OF BORROWER'S EMPLOYEES AND IDENTIFIED TO BANK BY BORROWER AS
SUCH.
6.7.
FINANCIAL COVENANTS.
Borrower shall maintain at all times, to be tested as of the last day of each
month, unless otherwise noted, on a consolidated basis with respect to Borrower
and its Subsidiaries:
(A)
LIQUIDITY COVERAGE. A RATIO OF UNRESTRICTED
CASH ON DEPOSIT WITH BANK PLUS THE AMOUNT EQUAL TO 80% OF BORROWER'S ELIGIBLE
ACCOUNTS TO THE AMOUNT OF THE OBLIGATIONS OF NOT LESS THAN 1.25:1.00.
(B)
EBITDA. BEGINNING ON THE DATE THE REVOLVING
LINE INCREASES TO $2,000,000 AND MEASURED THEREAFTER ON A ROLLING THREE
(3) MONTH BASIS AS OF THE END OF EACH MONTH, EBITDA, LESS THE AGGREGATE AMOUNT
OF PERMITTED DIVIDENDS, OF AT LEAST $0.00.
6.8.
PROTECTION AND REGISTRATION OF INTELLECTUAL
PROPERTY RIGHTS. BORROWER SHALL:
(A) PROTECT, DEFEND AND MAINTAIN THE VALIDITY
AND ENFORCEABILITY OF ITS INTELLECTUAL PROPERTY MATERIAL TO BORROWER'S BUSINESS;
(B) PROMPTLY ADVISE BANK IN WRITING OF MATERIAL INFRINGEMENTS OF ITS
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 WRITTEN CONSENT. IF BORROWER DECIDES TO REGISTER ANY COPYRIGHTS
OR MASK WORKS IN THE UNITED STATES COPYRIGHT OFFICE, BORROWER SHALL: (X) PROVIDE
BANK WITH AT LEAST FIFTEEN (15) 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 AN INTELLECTUAL PROPERTY SECURITY AGREEMENT OR SUCH OTHER
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) RECORD SUCH
INTELLECTUAL PROPERTY SECURITY AGREEMENT WITH THE UNITED STATES COPYRIGHT OFFICE
CONTEMPORANEOUSLY WITH FILING
8
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 THE INTELLECTUAL PROPERTY SECURITY AGREEMENT NECESSARY FOR BANK TO
MAINTAIN THE PERFECTION AND PRIORITY OF ITS SECURITY INTEREST IN SUCH COPYRIGHTS
OR MASK WORKS. 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