OF SUCH
APPLICATIONS OR REGISTRATIONS TOGETHER WITH ANY EXHIBITS, EVIDENCE OF THE FILING
OF ANY DOCUMENTS REQUESTED BY BANK TO BE FILED FOR BANK TO MAINTAIN THE
PERFECTION AND PRIORITY OF ITS SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY
RIGHTS, AND THE DATE OF SUCH FILING.
(D)
BORROWER SHALL EXECUTE AND DELIVER SUCH ADDITIONAL INSTRUMENTS AND
DOCUMENTS FROM TIME TO TIME AS BANK SHALL REASONABLY REQUEST TO PERFECT AND
MAINTAIN THE PERFECTION AND PRIORITY OF BANK'S SECURITY INTEREST IN THE
INTELLECTUAL PROPERTY COLLATERAL.
(E)
BORROWER SHALL (I) PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND
ENFORCEABILITY OF THE TRADE SECRETS, TRADEMARKS, PATENTS AND COPYRIGHTS, (II)
USE COMMERCIALLY REASONABLE EFFORTS TO DETECT INFRINGEMENTS OF THE TRADEMARKS,
PATENTS AND COPYRIGHTS AND PROMPTLY ADVISE BANK IN WRITING OF MATERIAL
INFRINGEMENTS DETECTED AND (III) NOT ALLOW ANY MATERIAL TRADEMARKS, PATENTS OR
COPYRIGHTS TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE
WRITTEN CONSENT OF BANK, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
(F)
BANK MAY AUDIT BORROWER'S INTELLECTUAL PROPERTY COLLATERAL TO CONFIRM
COMPLIANCE WITH THIS SECTION 6.8, PROVIDED SUCH AUDIT MAY NOT OCCUR MORE OFTEN
THAN TWICE PER YEAR, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
BANK SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO TAKE, AT BORROWER'S SOLE
EXPENSE, ANY ACTIONS THAT BORROWER IS REQUIRED UNDER THIS SECTION 6.8 TO TAKE
BUT WHICH BORROWER FAILS TO TAKE, AFTER 15 DAYS' NOTICE TO BORROWER.
BORROWER
SHALL REIMBURSE AND INDEMNIFY BANK FOR ALL REASONABLE COSTS AND REASONABLE
EXPENSES INCURRED IN THE REASONABLE EXERCISE OF ITS RIGHTS UNDER THIS SECTION
6.8.
6.9
CONSENT OF INBOUND LICENSORS.
PRIOR TO ENTERING INTO OR BECOMING BOUND BY
ANY MATERIAL LICENSE, BORROWER SHALL:
(I) PROVIDE WRITTEN NOTICE TO BANK OF THE
MATERIAL TERMS OF SUCH LICENSE OR AGREEMENT WITH A DESCRIPTION OF ITS LIKELY
IMPACT ON BORROWER'S BUSINESS OR FINANCIAL CONDITION; AND (II) IN GOOD FAITH USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE CONSENT OF, OR WAIVER BY, ANY
PERSON WHOSE CONSENT OR WAIVER IS NECESSARY FOR BORROWER'S INTEREST IN SUCH
LICENSES OR CONTRACT RIGHTS TO BE DEEMED COLLATERAL AND FOR BANK TO HAVE A
SECURITY INTEREST IN IT THAT MIGHT OTHERWISE BE RESTRICTED BY THE TERMS OF THE
APPLICABLE LICENSE OR AGREEMENT, WHETHER NOW EXISTING OR ENTERED INTO IN THE
FUTURE, INCLUDING OBTAINING AN EXECUTED CONSENT TO SECURITY INTEREST AND
ASSIGNMENT OF LICENSE AGREEMENT ON BANK'S STANDARD FORM, PROVIDED, HOWEVER, THAT
THE FAILURE TO OBTAIN ANY SUCH CONSENT OR WAIVER SHALL NOT CONSTITUTE A DEFAULT
UNDER THIS AGREEMENT.
6.10
ADDITIONAL GUARANTIES AND COLLATERAL SECURITY.
BORROWER SHALL CAUSE:
(a)
each Subsidiary and each Parent Subsidiary not in existence on the
Closing Date or acquired by Borrower or Parent after the Closing Date (a "New
Subsidiary"), to execute and deliver to Bank as soon as reasonably practicable
and in any event within ten (10) days after the formation, acquisition or change
in status thereof, an unconditional guaranty of the Obligations and any other
agreements, deliverables, or actions requested by Bank in connection therewith,
each of which documents shall