AGENT SHALL NOT ACT AS BORROWER'S ATTORNEY-IN-FACT UNLESS AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING.
THE APPOINTMENT OF AGENT AS BORROWER'S ATTORNEY
IN FACT IS A POWER COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL ALL OF THE
OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL. PROCEEDS OF INSURANCE SHALL BE
APPLIED, AT THE OPTION OF AGENT, TO REPAIR OR REPLACE THE COLLATERAL OR TO
REDUCE ANY OF THE OBLIGATIONS.
6.5.
TAXES.
BORROWER SHALL, AND SHALL CAUSE EACH SUBSIDIARY TO, TIMELY FILE
ALL TAX REPORTS AND PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON IT, OR ITS INCOME OR PROFITS OR UPON ITS
PROPERTIES OR ANY PART THEREOF, BEFORE THE SAME SHALL BE IN DEFAULT AND BEFORE
THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT TO THE EXTENT SUCH TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES ARE THE SUBJECT OF A PERMITTED
CONTEST.
6.6.
AGREEMENT WITH LANDLORD/BAILEE.
UNLESS OTHERWISE AGREED TO BY THE
AGENT IN WRITING, EACH LOAN PARTY SHALL OBTAIN AND MAINTAIN SUCH ACCESS
AGREEMENT(S) WITH RESPECT TO ANY REAL PROPERTY ON WHICH (A) A LOAN PARTY'S
PRINCIPAL PLACE OF BUSINESS, (B) A LOAN PARTY'S BOOKS OR RECORDS OR
(C) COLLATERAL WITH AN AGGREGATE VALUE IN EXCESS OF $50,000 IS LOCATED (OTHER
THAN REAL PROPERTY OWNED BY SUCH LOAN PARTY) AS AGENT MAY REQUIRE.
WITHIN TEN
BUSINESS DAYS AFTER THE DUE DATE FOR ANY RENTAL PAYMENTS SET FORTH IN ANY LEASE
AGREEMENT WITH RESPECT TO ANY REAL PROPERTY DESCRIBED IN THE IMMEDIATELY
PRECEDING SENTENCE (EACH, A "LEASE AGREEMENT"), THE BORROWER SHALL DELIVER TO
AGENT EVIDENCE IN FORM REASONABLY SATISFACTORY TO AGENT THAT SUCH RENTAL PAYMENT
WAS MADE.
6.7.
PROTECTION OF INTELLECTUAL PROPERTY.
EACH LOAN PARTY SHALL TAKE ALL
NECESSARY ACTIONS TO: (A) PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND
ENFORCEABILITY OF ITS INTELLECTUAL PROPERTY TO THE EXTENT MATERIAL TO THE
CONDUCT OF ITS BUSINESS NOW OR HERETOFORE CONDUCTED BY IT OR PROPOSED TO BE
CONDUCTED BY IT, (B) PROMPTLY ADVISE AGENT IN WRITING OF MATERIAL INFRINGEMENTS
OF ITS INTELLECTUAL PROPERTY THAT IS MATERIAL TO SUCH LOAN PARTY'S BUSINESS
(C) NOT ALLOW ANY INTELLECTUAL PROPERTY MATERIAL TO SUCH LOAN PARTY'S BUSINESS
TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT AGENT'S WRITTEN
CONSENT, AND (D) NOTIFY AGENT PROMPTLY, BUT IN ANY EVENT WITHIN 3 DAYS, IF IT
KNOWS OR HAS REASON TO KNOW THAT ANY APPLICATION OR REGISTRATION RELATING TO ANY
PATENT, TRADEMARK OR COPYRIGHT (NOW OR HEREAFTER EXISTING)
17
MATERIAL TO ITS BUSINESS MAY BECOME ABANDONED OR DEDICATED, OR IF ANY ADVERSE
DETERMINATION OR DEVELOPMENT (INCLUDING THE INSTITUTION OF, OR ANY SUCH
DETERMINATION OR DEVELOPMENT IN, ANY PROCEEDING IN THE UNITED STATES PATENT AND
TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR ANY COURT) REGARDING
SUCH LOAN PARTY'S OWNERSHIP OF ANY INTELLECTUAL PROPERTY MATERIAL TO ITS
BUSINESS, ITS RIGHT TO REGISTER THE SAME, OR TO KEEP AND MAINTAIN THE SAME.
EACH LOAN PARTY SHALL REMAIN LIABLE UNDER EACH OF ITS INTELLECTUAL PROPERTY
LICENSES PURSUANT TO WHICH IT IS A LICENSEE ("LICENSES") TO