OF SUCH PAYMENT OR OBTAIN SUCH INSURANCE POLICIES REQUIRED IN SECTION 6.5, AND
TAKE ANY ACTION UNDER THE POLICIES BANK DEEMS PRUDENT.
6.6
ACCOUNTS.
(A)
IN ORDER TO PERMIT BANK TO MONITOR
BORROWER'S FINANCIAL PERFORMANCE AND CONDITION, BORROWER SHALL MAINTAIN AN
OPERATING ACCOUNT WITH BANK AS OF THE CLOSING DATE, AND SHALL MAINTAIN ITS
PRIMARY OPERATING ACCOUNTS WITH BANK ON OR PRIOR TO SIXTY (60) DAYS OF THE
CLOSING DATE.
(B)
BORROWER SHALL IDENTIFY TO BANK, IN WRITING,
ANY BANK OR SECURITIES ACCOUNT OPENED BY BORROWER WITH ANY INSTITUTION OTHER
THAN BANK.
IN ADDITION, FOR EACH SUCH ACCOUNT THAT BORROWER AT ANY TIME OPENS
OR MAINTAINS, BORROWER SHALL, AT BANK'S REQUEST AND OPTION, PURSUANT TO AN
AGREEMENT IN FORM AND SUBSTANCE ACCEPTABLE TO BANK, CAUSE THE DEPOSITORY BANK OR
SECURITIES INTERMEDIARY TO AGREE THAT SUCH ACCOUNT IS THE COLLATERAL OF BANK,
AND ENTER INTO A "CONTROL AGREEMENT" PURSUANT TO 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.
6.7
REGISTRATION OF INTELLECTUAL PROPERTY RIGHTS.
BORROWER SHALL NOT REGISTER ANY COPYRIGHTS OR MASK WORKS IN THE UNITED STATES
COPYRIGHT OFFICE UNLESS IT: (I) HAS GIVEN AT LEAST FIFTEEN (15) DAYS' PRIOR
WRITTEN NOTICE TO BANK OF ITS INTENT TO REGISTER SUCH COPYRIGHTS OR MASK WORKS
AND HAS PROVIDED BANK WITH A COPY OF THE APPLICATION IT INTENDS TO FILE WITH THE
UNITED STATES COPYRIGHT OFFICE (EXCLUDING EXHIBITS THERETO); (II) EXECUTES A
SECURITY AGREEMENT/IP AGREEMENT OR SUCH OTHER DOCUMENTS AS BANK MAY REASONABLY
REQUEST IN ORDER TO MAINTAIN THE PERFECTION AND PRIORITY OF BANK'S SECURITY
INTEREST IN THE COPYRIGHTS PROPOSED TO BE REGISTERED WITH THE UNITED STATES
COPYRIGHT OFFICE; AND (III) RECORDS SUCH SECURITY AGREEMENT/ IP AGREEMENT WITH
THE UNITED STATES COPYRIGHT OFFICE CONTEMPORANEOUSLY WITH FILING THE COPYRIGHT
APPLICATION(S) WITH THE UNITED STATES COPYRIGHT OFFICE.
BORROWER SHALL PROMPTLY
PROVIDE TO BANK A COPY OF THE COPYRIGHT APPLICATION(S) FILED WITH THE UNITED
STATES COPYRIGHT OFFICE, TOGETHER WITH EVIDENCE OF THE RECORDING OF THE SECURITY
DOCUMENTS [IP 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 TRADEMARK OFFICE FOR A PATENT OR TO REGISTER A TRADEMARK OR
SERVICE MARK WITHIN 30 DAYS OF ANY SUCH FILING.
6
Borrower shall:
(i) protect, defend and maintain the validity and
enforceability of the Intellectual Property; (ii) promptly advise Bank in
writing of material infringements of the Intellectual Property; and (iii) not
allow any Intellectual Property material to Borrower's business to be abandoned,
forfeited or dedicated to the public without Bank's written consent.
6.8
FURTHER ASSURANCES.
BORROWER SHALL EXECUTE
ANY FURTHER INSTRUMENTS AND TAKE FURTHER ACTION AS BANK REASONABLY REQUESTS TO
PERFECT OR CONTINUE BANK'S SECURITY INTEREST IN THE COLLATERAL OR TO EFFECT THE
PURPOSES OF THIS AGREEMENT.
7
NEGATIVE COVENANTS