IT OF
INFRINGING ANY PERSON'S INTELLECTUAL PROPERTY RIGHTS.
SECTION 6.13
INSURANCE.
THE BORROWER WILL OBTAIN AND AT ALL TIMES
MAINTAIN INSURANCE WITH INSURERS ACCEPTABLE TO THE LENDER, IN SUCH AMOUNTS, ON
SUCH TERMS (INCLUDING ANY DEDUCTIBLES) AND AGAINST SUCH RISKS AS MAY FROM TIME
TO TIME BE REQUIRED BY THE LENDER, BUT IN ALL EVENTS IN SUCH AMOUNTS AND AGAINST
SUCH RISKS AS IS USUALLY CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESS AND
OWNING SIMILAR PROPERTIES IN THE SAME GENERAL AREAS IN WHICH THE BORROWER
OPERATES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER WILL
AT ALL TIMES MAINTAIN BUSINESS INTERRUPTION INSURANCE FOR ITS HEADQUARTERS AT
2400 XENIUM LANE NORTH, PLYMOUTH, MINNESOTA, INCLUDING COVERAGE FOR FORCE
MAJEURE AND
KEEP ALL TANGIBLE COLLATERAL INSURED AGAINST RISKS OF FIRE
(INCLUDING SO-CALLED EXTENDED COVERAGE), THEFT, COLLISION (FOR COLLATERAL
CONSISTING OF MOTOR VEHICLES) AND SUCH OTHER RISKS AND IN SUCH AMOUNTS AS THE
LENDER MAY REASONABLY REQUEST, WITH ANY LOSS PAYABLE TO THE LENDER TO THE EXTENT
OF ITS INTEREST, AND ALL POLICIES OF SUCH INSURANCE SHALL CONTAIN A LENDER'S
LOSS PAYABLE ENDORSEMENT FOR THE LENDER'S
33
BENEFIT.
ALL POLICIES OF LIABILITY INSURANCE REQUIRED HEREUNDER SHALL NAME THE
LENDER AS AN ADDITIONAL INSURED.
SECTION 6.14
PRESERVATION OF EXISTENCE.
THE BORROWER WILL PRESERVE AND
MAINTAIN ITS EXISTENCE AND ALL OF ITS RIGHTS, PRIVILEGES AND FRANCHISES
NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS AND SHALL CONDUCT
ITS BUSINESS IN AN ORDERLY, EFFICIENT AND REGULAR MANNER.
SECTION 6.15
DELIVERY OF INSTRUMENTS, ETC.
UPON REQUEST BY THE LENDER,
THE BORROWER WILL PROMPTLY DELIVER TO THE LENDER IN PLEDGE ALL INSTRUMENTS,
DOCUMENTS AND CHATTEL PAPER CONSTITUTING COLLATERAL, DULY ENDORSED OR ASSIGNED
BY THE BORROWER.
SECTION 6.16
SALE OR TRANSFER OF ASSETS; SUSPENSION OF BUSINESS
OPERATIONS.
THE BORROWER WILL NOT SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE
DISPOSE OF (I) THE STOCK OF ANY SUBSIDIARY, (II) ALL OR A SUBSTANTIAL PART OF
ITS ASSETS, OR (III) ANY COLLATERAL OR ANY INTEREST THEREIN (WHETHER IN ONE
TRANSACTION OR IN A SERIES OF TRANSACTIONS) TO ANY OTHER PERSON OTHER THAN THE
SALE OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS AND WILL NOT LIQUIDATE,
DISSOLVE OR SUSPEND BUSINESS OPERATIONS, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE LENDER.
THE BORROWER WILL NOT TRANSFER ANY PART OF ITS OWNERSHIP INTEREST
IN ANY INTELLECTUAL PROPERTY RIGHTS AND WILL NOT PERMIT ANY AGREEMENT UNDER
WHICH IT HAS LICENSED LICENSED INTELLECTUAL PROPERTY TO LAPSE, EXCEPT THAT
(I) THE BORROWER MAY TRANSFER SUCH RIGHTS OR PERMIT SUCH AGREEMENTS TO LAPSE IF
IT SHALL HAVE REASONABLY DETERMINED THAT THE APPLICABLE INTELLECTUAL PROPERTY
RIGHTS ARE NO LONGER USEFUL IN ITS BUSINESS AND (II) THE BORROWER MAY ENTER INTO
INTRACOMPANY TRANSFERS.
IF THE BORROWER TRANSFERS ANY INTELLECTUAL PROPERTY
RIGHTS FOR VALUE, THE BORROWER WILL PAY OVER THE PROCEEDS TO THE LENDER FOR
APPLICATION TO THE OBLIGATIONS.
THE BORROWER WILL NOT LICENSE ANY OTHER PERSON
TO USE ANY OF THE BORROWER'S INTELLECTUAL PROPERTY RIGHTS, EXCEPT THAT THE
BORROWER MAY GRANT LICENSES IN THE ORDINARY COURSE OF ITS BUSINESS