AND (C) TWO MILLION DOLLARS ($2,000,000) FOR THE QUARTER ENDING
SEPTEMBER 30, 2010; AND (IV) THREE MILLION EIGHT HUNDRED THOUSAND DOLLARS
($3,800,000) FOR THE QUARTER ENDING DECEMBER 31, 2010.
6.10
PROTECTION AND REGISTRATION OF INTELLECTUAL PROPERTY
RIGHTS.
BORROWER SHALL: (A) PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND
ENFORCEABILITY OF ITS INTELLECTUAL PROPERTY IN A MANNER CONSISTENT WITH PRUDENT
BUSINESS PRACTICES; (B) PROMPTLY ADVISE BANK IN WRITING OF 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.
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, 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
Creation/Acquisition of Subsidiaries.
In the event
Borrower or any Subsidiary creates or acquires any Subsidiary, Borrower and such
Subsidiary shall promptly notify Bank of the creation or acquisition of such new
Subsidiary and, at the request of Bank, take all such action as may be
reasonably required by Bank to cause each such Subsidiary to become a
co-Borrower or guarantor under the Loan Documents and grant a continuing pledge
and security interest in and to the assets of such Subsidiary (substantially as
described on Exhibit A hereto); and, at the request of Bank, Borrower shall
grant and pledge to Bank a perfected security interest in the stock, units or
other evidence of ownership of each such Subsidiary.
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; (C) EQUIPMENT AND INTELLECTUAL PROPERTY NO
LONGER NECESSARY OR USEFUL IN THE CONDUCT OF BORROWER'S BUSINESS, UP TO A
MAXIMUM AGGREGATE AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) PER ANNUM;
(D) IN CONNECTION WITH PERMITTED LIENS AND PERMITTED INVESTMENTS; (E) OF
LICENSES FOR THE USE OF THE PROPERTY OF BORROWER OR ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF BUSINESS; AND (F) CROSS-LICENSES ENTERED INTO IN THE
SETTLEMENT OF LITIGATION OR THREATENED OR POTENTIAL LITIGATION AND CONSISTENT
WITH BORROWER'S PAST PRACTICES.
7.2
CHANGES IN BUSINESS, MANAGEMENT, OWNERSHIP,
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