UNITED STATES COPYRIGHT OFFICE, AND BORROWER SHALL NOT
HEREAFTER REGISTER ANY MASKWORKS, SOFTWARE, COMPUTER PROGRAMS OR OTHER WORKS OF
AUTHORSHIP SUBJECT TO UNITED STATES COPYRIGHT PROTECTION WITH THE UNITED STATES
COPYRIGHT OFFICE THAT RESULT, AS PROCEEDS THEREOF OR OTHERWISE, IN ANY
COLLATERAL HEREUNDER (INCLUDING COLLATERAL CONSISTING OF LICENSE FEES, ROYALTIES
OR ACCOUNTS) WITHOUT FIRST COMPLYING WITH THE FOLLOWING:
(I) PROVIDING BANK
WITH AT LEAST 15 DAYS PRIOR WRITTEN NOTICE THEREOF, (II) PROVIDING BANK WITH A
COPY OF THE APPLICATION FOR ANY SUCH REGISTRATION AND (III) EXECUTING AND FILING
SUCH OTHER INSTRUMENTS, AND TAKING SUCH FURTHER ACTIONS AS BANK MAY REASONABLY
REQUEST FROM TIME TO TIME TO PERFECT OR CONTINUE THE PERFECTION OF BANK'S
INTEREST IN THE COLLATERAL.
WITH RESPECT TO ANY SUCH REGISTERED COPYRIGHTS,
UPON THE REQUEST OF BANK, BORROWER SHALL ENTER INTO AN AGREEMENT TO BE FILED IN
THE UNITED STATES COPYRIGHT OFFICE SOLELY IN ORDER FOR THE BANK TO BE ABLE TO
PERFECT ITS LIEN HEREUNDER IN THE COLLATERAL (INCLUDING COLLATERAL CONSISTING OF
LICENSE FEES, ROYALTIES OR ACCOUNTS) ARISING THEREFROM (BUT NOT THE REGISTERED
COPYRIGHTS THEMSELVES), WHICH AGREEMENT SHALL BE IN FORM REASONABLY SATISFACTORY
TO THE BANK.
IN CONNECTION WITH THE EXISTING REGISTERED COPYRIGHTED MATERIALS
AS SET FORTH IN THE PERFECTION CERTIFICATE, BORROWER SHALL, WITHIN 30 DAYS
HEREOF, EXECUTE AND DELIVER TO BANK THE AGREEMENT AS REFERENCED IN THE
IMMEDIATELY PRECEDING SENTENCE WITH RESPECT THERETO.
6.11
LITIGATION COOPERATION.
FROM THE DATE HEREOF AND
CONTINUING THROUGH THE TERMINATION OF THIS AGREEMENT, UPON REASONABLE NOTICE AND
DURING NORMAL BUSINESS HOURS, 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.
6.12
COVENANT REGARDING NEW LOAN PARTIES.
BORROWER
HEREBY COVENANTS AND AGREES TO PROVIDE TO BANK AT LEAST TWENTY (20) DAYS' PRIOR
WRITTEN NOTICE OF THE CREATION OF ANY NEW DOMESTIC SUBSIDIARY OF BORROWER OR A
NEW DOMESTIC SUBSIDIARY OF ANY DOMESTIC SUBSIDIARY.
IF BANK DETERMINES THAT ANY
SUCH NEW SUBSIDIARY MERITS BECOMING A SECURED GUARANTOR OF THE OBLIGATIONS
HEREUNDER THEN BORROWER SHALL CAUSE SUCH ENTITY TO ENTER INTO
12
BANK'S STANDARD GUARANTY AGREEMENT AND SECURITY AGREEMENT AND RELATED DOCUMENTS
AND AGREEMENTS (COLLECTIVELY, THE "GUARANTOR DOCUMENTS") AND TAKE SUCH OTHER
ACTIONS FROM TIME TO TIME AS BANK SHALL REASONABLY DETERMINE ARE NECESSARY OR
ADVISABLE IN ORDER TO EFFECTUATE THE PURPOSES THEREOF.
6.13
FURTHER ASSURANCES.
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.
DELIVER TO BANK, WITHIN FIVE (5) DAYS AFTER THE SAME ARE SENT OR RECEIVED,
COPIES OF ALL CORRESPONDENCE, REPORTS, DOCUMENTS AND OTHER FILINGS WITH ANY
GOVERNMENTAL AUTHORITY REGARDING COMPLIANCE WITH OR MAINTENANCE OF GOVERNMENTAL
APPROVALS OR REQUIREMENTS OF LAW OR THAT COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL EFFECT ON ANY OF THE