of Subordinated Debt after the
Effective Date.
6.8
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS.
BORROWER SHALL:
(A) PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND ENFORCEABILITY OF ITS
INTELLECTUAL PROPERTY THAT IS MATERIAL TO ITS BUSINESS; (B) PROMPTLY ADVISE BANK
IN WRITING OF MATERIAL INFRINGEMENTS OF ITS MATERIAL 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,
UNLESS BORROWER DEEMS SUCH ABANDONMENT, FORFEITURE, OR DEDICATION TO BE
NECESSARY OR APPROPRIATE IN ITS REASONABLE BUSINESS JUDGMENT.
6.9
LITIGATION COOPERATION.
FROM THE DATE HEREOF AND CONTINUING
THROUGH THE TERMINATION OF THIS AGREEMENT, MAKE AVAILABLE TO BANK DURING REGULAR
BUSINESS HOURS UPON REASONABLE PRIOR NOTICE (PROVIDED THAT SUCH LIMITATIONS
SHALL NOT APPLY AFTER THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT),
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.
14
6.10
LANDLORD'S CONSENT.
DELIVER TO BANK, WITHIN THIRTY (30) DAYS OF THE
EFFECTIVE DATE, A FULLY-EXECUTED LANDLORD'S CONSENT WITH RESPECT TO BORROWER'S
LEASED LOCATION AT 2323 BRYANT STREET, DALLAS, TEXAS 75284 IN FAVOR OF BANK, IN
FORM AND SUBSTANCE ACCEPTABLE TO BANK IN BANK'S REASONABLE DISCRETION.
6.11
FURTHER ASSURANCES.
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.
DELIVER TO BANK,
WITHIN FIVE (5) DAYS AFTER THE SAME ARE SENT OR RECEIVED, COPIES OF ALL
CORRESPONDENCE, REPORTS, DOCUMENTS AND OTHER FILINGS WITH ANY GOVERNMENTAL
AUTHORITY REGARDING COMPLIANCE WITH OR MAINTENANCE OF GOVERNMENTAL APPROVALS OR
REQUIREMENTS OF LAW OR THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
EFFECT ON ANY OF THE GOVERNMENTAL APPROVALS OR OTHERWISE ON THE OPERATIONS OF
BORROWER AND ITS SUBSIDIARIES.
7
NEGATIVE COVENANTS
Borrower shall not do any of the following without Bank's prior written consent:
7.1
DISPOSITIONS.
CONVEY, SELL, LEASE, TRANSFER, ASSIGN, 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:
(a)
Transfers in the ordinary course of business for reasonably
equivalent consideration;
(b)
Transfers of property in connection with sale-leaseback
transactions;
(c)
Transfers of property to the extent such property is exchanged for
credit against, or proceeds are promptly applied to, the purchase price of other
property used or useful in the business of Borrower or its Subsidiaries;
(d)
Transfers constituting non-exclusive licenses and similar
arrangements for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business and other non-perpetual licenses that may be
exclusive in some respects other than territory (and/or that may be exclusive as
to territory only in specified geographical areas outside of the United States),
but that could not result in a legal