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 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.
9
6.11
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.
6.12
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.
6.13
Dominion Trigger Events.
After the occurrence of a Dominion Trigger
Event, at such time as Borrower's Quick Ratio equals or exceeds 1.25 to 1.00 for
three (3) consecutive months, Borrower may request that the consequences of the
Dominion Trigger Event (being float charges under Section 2.3(f), collateral
monitoring fees under Section 2.4(e), Transaction Reports under Sections 3.4 and
6.2(a)(i), daily application of cash to loan under Section 6.3(c), and 4-monthly
audits under Section 6.6) be suspended, subject to reinstatement in the event
another, subsequent Dominion Trigger Event occurs, and, as long as no Event of
Default has occurred and is continuing, Bank shall then suspend the consequences
of the Dominion Trigger Event.
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 ANY PART OF ITS BUSINESS OR PROPERTY, EXCEPT FOR TRANSFERS (A) OF
INVENTORY IN THE ORDINARY COURSE OF BUSINESS; (B) OF WORN-OUT OR OBSOLETE
EQUIPMENT; AND (C) IN CONNECTION WITH PERMITTED LIENS AND PERMITTED INVESTMENTS.
7.2
CHANGES IN BUSINESS, MANAGEMENT, CONTROL, OR BUSINESS LOCATIONS.
(A) ENGAGE IN OR PERMIT ANY OF ITS SUBSIDIARIES TO ENGAGE IN ANY BUSINESS OTHER
THAN THE BUSINESSES CURRENTLY ENGAGED IN BY BORROWER AND SUCH SUBSIDIARY, AS
APPLICABLE, OR REASONABLY RELATED THERETO; (B) LIQUIDATE OR DISSOLVE; OR