DEFAULT SHALL EXIST
OR HAVE OCCURRED AND BE CONTINUING,
(V)
THE ISSUANCE OF CAPITAL STOCK OF ANY BORROWER CONSISTING
OF COMMON STOCK PURSUANT TO AN EMPLOYEE STOCK OPTION, RESTRICTED STOCK AWARD OR
GRANT OR SIMILAR EQUITY PLAN OR 401(K) PLANS OF SUCH BORROWER FOR THE BENEFIT OF
ITS EMPLOYEES, DIRECTORS AND CONSULTANTS; PROVIDED, THAT, IN NO EVENT SHALL SUCH
BORROWER BE REQUIRED TO ISSUE, OR SHALL SUCH BORROWER ISSUE, CAPITAL STOCK
PURSUANT TO SUCH STOCK PLANS OR 401(K) PLANS WHICH WOULD RESULT IN A CHANGE OF
CONTROL OR OTHER EVENT OF DEFAULT,
(VI)
THE LICENSING BY ANY BORROWER OF INTELLECTUAL PROPERTY OWNED
BY IT TO A SUBSIDIARY OF ANY BORROWER THAT IS WHOLLY-OWNED BY IT OR BY IT AND
ITS SUBSIDIARIES OTHER THAN FOR DIRECTOR QUALIFYING SHARES OF UP TO TWO (2%)
PERCENT THEREOF; PROVIDED, THAT, AS TO ANY SUCH LICENSE: (A) ANY RIGHTS OF SUCH
SUBSIDIARY SHALL BE SUBJECT TO THE RIGHTS OF AGENT IN SUCH INTELLECTUAL PROPERTY
(INCLUDING THE RIGHTS OF AGENT TO USE SUCH INTELLECTUAL PROPERTY UPON AN EVENT
OF DEFAULT) UNDER THIS AGREEMENT AND AS A MATTER OF LAW, AND (B) SUCH LICENSE
SHALL NOT IMPAIR, HINDER OR OTHERWISE ADVERSELY AFFECT THE RIGHTS OF AGENT,
(VII)
THE GRANT BY ANY BORROWER AFTER THE DATE HEREOF OF A
NON-EXCLUSIVE LICENSE OR AN EXCLUSIVE LICENSE TO ANY PERSON FOR THE USE OF ANY
INTELLECTUAL PROPERTY OWNED BY SUCH BORROWER IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH THE CURRENT PRACTICES OF SUCH BORROWER AS OF THE DATE HEREOF;
PROVIDED, THAT, AS TO ANY SUCH LICENSE, EACH OF THE FOLLOWING CONDITIONS IS
SATISFIED, (A) SUCH LICENSE IS ONLY FOR THE USE OF INTELLECTUAL PROPERTY FOR THE
MANUFACTURE, DISTRIBUTION OR SALE OF PRODUCTS THAT BORROWERS DO NOT MANUFACTURE,
DISTRIBUTE OR SELL, (B) SUCH LICENSES SHALL BE ON COMMERCIALLY REASONABLE PRICES
AND TERMS IN A BONA FIDE ARMS' LENGTH TRANSACTIONS, (C) IN THE CASE OF A
NON-EXCLUSIVE LICENSE, THE RIGHTS OF THE LICENSEE SHALL BE SUBJECT TO THE RIGHTS
OF AGENT, AND IN THE CASE OF ANY LICENSE, SHALL NOT ADVERSELY AFFECT, LIMIT OR
RESTRICT THE RIGHTS OF AGENT TO USE ANY INTELLECTUAL PROPERTY OF A BORROWER TO
SELL OR OTHERWISE DISPOSE OF ANY INVENTORY OR OTHER COLLATERAL, (D) AGENT SHALL
HAVE RECEIVED, TRUE, CORRECT AND COMPLETE COPIES OF THE EXECUTED LICENSE
AGREEMENT, PROMPTLY UPON THE EXECUTION THEREOF AND (E) AS OF THE DATE OF THE
GRANT OF ANY SUCH LICENSE, AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING,
(VIII)
THE ABANDONMENT OR CANCELLATION OF INTELLECTUAL PROPERTY THAT IS
NOT MATERIAL, IS NO LONGER USED OR USEFUL IN ANY MATERIAL RESPECT IN THE
BUSINESS OF ANY BORROWER OR ITS SUBSIDIARIES, AND WHICH IT IS NOT COMMERCIALLY
REASONABLE TO MAINTAIN, PROVIDED, THAT, (A) SUCH ABANDONMENT OR CANCELLATION
SHALL NOT ADVERSELY AFFECT THE RIGHT OR ABILITY OF AGENT TO EXERCISE ITS RIGHTS
OR REMEDIES WITH RESPECT TO ANY OF THE COLLATERAL OR REDUCE THE VALUE OF THE
COLLATERAL IN ANY MATERIAL RESPECT