FROM AND AFTER
THE EFFECTIVE DATE, 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 WITHIN 30 DAYS AFTER ANY SUCH FILING,
AND, UPON THE REQUEST OF BANK, BORROWER SHALL PROMPTLY EXECUTE AND DELIVER A
SECURITY AGREEMENT OR SUCH OTHER DOCUMENTS AS BANK MAY REASONABLY REQUEST WITH
RESPECT TO SUCH ADDITIONAL PATENTS AND/OR TRADEMARKS OF BORROWER THAT ARE
REGISTERED (OR THE SUBJECT OF AN APPLICATION FOR REGISTRATION) WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE. THE FOREGOING NOTWITHSTANDING, BANK SHALL
NOT ACQUIRE ANY INTEREST IN ANY INTENT TO USE A FEDERAL TRADEMARK APPLICATION
FOR A TRADEMARK, SERVICEMARK, OR OTHER MARK FILED ON BORROWER'S BEHALF PRIOR TO
THE FILING UNDER APPLICABLE LAW OF A VERIFIED STATEMENT OF USE (OR EQUIVALENT)
FOR SUCH MARK THAT IS THE SUBJECT OF SUCH APPLICATION.
(c)
Provide written notice to Bank within ten
(10) days of entering or becoming bound by any Restricted License (other than
over-the-counter software that is commercially available to the public).
Borrower shall take such steps as Bank requests to obtain the consent of, or
waiver by, any person whose consent or waiver is necessary for (i) any
Restricted License to be deemed "Collateral" and for Bank to have a security
interest in it that might otherwise be restricted or prohibited by law or by the
terms of any such Restricted License, whether now existing or entered into in
the future, and (ii) Bank to have the ability in the event of a liquidation of
any Collateral to dispose of such Collateral in accordance with Bank's rights
and remedies under this Agreement and the other Loan Documents.
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
14
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
INTERCOMPANY DEBT.
ALL PRESENT AND FUTURE
INDEBTEDNESS OF BORROWER AND ANY GUARANTOR OWED OR OWING TO ANY ONE OR MORE OF
BORROWER, ANY GUARANTOR, OR ANY OTHER AFFILIATE OF BORROWER OR ANY OTHER
AFFILIATE OF ANY GUARANTOR SHALL, AT ALL TIMES, BE SUBORDINATED TO THE
OBLIGATIONS PURSUANT TO A SUBORDINATION AGREEMENT ON BANK'S STANDARD FORM (THE
"INTERCOMPANY SUBORDINATION AGREEMENT").
6.13
SUBSIDIARIES.
AS OF THE EFFECTIVE DATE, THE
PERFECTION CERTIFICATE IDENTIFIES EACH DIRECT OR INDIRECT SUBSIDIARY OF
BORROWER.
WITHOUT LIMITING ANY REQUIREMENTS FOR THE BANK'S CONSENT UNDER ONE OR
MORE OF SECTION 7.3 AND SECTION 7.7, AT THE TIME THAT BORROWER OR ANY GUARANTOR
FORMS ANY DIRECT OR INDIRECT SUBSIDIARY OR ACQUIRES ANY DIRECT OR INDIRECT
SUBSIDIARY AFTER THE EFFECTIVE DATE, BORROWER SHALL PROMPTLY NOTIFY BANK IN
WRITING OF SUCH FORMATION OR ACQUISITION, AND, IF SO REQUESTED BY BANK, BORROWER
OR SUCH GUARANTOR SHALL (A)