the date hereof.
Increases in the Minimum Tangible Net Worth based on
consideration received for equity securities and subordinated debt of the
Borrower shall be effective as of the end of the month in which such
consideration is received, and shall continue effective thereafter. Increases in
the Minimum Tangible Net Worth based on net income shall be effective on the
last day of the fiscal quarter in which said net income is realized, and shall
continue effective thereafter. In no event shall the Minimum Tangible Net Worth
be decreased.
6.10
INTELLECTUAL PROPERTY RIGHTS.
BORROWER SHALL:
(A) PROTECT, DEFEND
AND MAINTAIN THE VALIDITY AND ENFORCEABILITY OF ITS INTELLECTUAL PROPERTY; (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 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.
6.11
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
[OMITTED]
11
6.13
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