DISTRIBUTIONS ARE PERMITTED BY, AND OTHERWISE PAID OR
DISTRIBUTED IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF THE CREDIT
AGREEMENT, THE OTHER LOAN DOCUMENTS AND APPLICABLE LAW; PROVIDED, HOWEVER, THAT
ANY NON-CASH DIVIDENDS, INTEREST, PRINCIPAL OR OTHER DISTRIBUTIONS THAT WOULD
CONSTITUTE PLEDGED COLLATERAL, WHETHER RESULTING FROM A SUBDIVISION, COMBINATION
OR RECLASSIFICATION OF THE OUTSTANDING EQUITY INTERESTS OF THE ISSUER OF ANY
PLEDGED COLLATERAL OR RECEIVED IN EXCHANGE FOR PLEDGED COLLATERAL OR ANY PART
THEREOF, OR IN REDEMPTION THEREOF, OR AS A RESULT OF ANY MERGER, CONSOLIDATION,
ACQUISITION OR OTHER EXCHANGE OF ASSETS TO WHICH SUCH ISSUER MAY BE A PARTY OR
OTHERWISE, SHALL BE AND BECOME PART OF THE PLEDGED COLLATERAL, AND, IF RECEIVED
BY ANY GRANTOR, SHALL NOT BE COMMINGLED BY SUCH GRANTOR WITH ANY OF ITS OTHER
FUNDS OR PROPERTY BUT SHALL BE HELD SEPARATE AND APART THEREFROM, SHALL BE HELD
IN TRUST FOR THE RATABLE BENEFIT OF THE SECURED PARTIES AND SHALL BE FORTHWITH
DELIVERED TO THE AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
ENDORSEMENT OR INSTRUMENT OF ASSIGNMENT).
THE PROVISO TO THE FIRST SENTENCE OF
THIS CLAUSE (III) SHALL NOT APPLY TO DIVIDENDS BETWEEN OR AMONG THE COMPANY AND
THE OTHER LOAN PARTIES ONLY OF PROPERTY SUBJECT TO A PERFECTED SECURITY INTEREST
UNDER THIS SECURITY AGREEMENT; PROVIDED THAT THE COMPANY NOTIFIES THE AGENT IN
WRITING, SPECIFICALLY REFERRING TO THIS SECTION 4.6, AT THE TIME OF SUCH
DIVIDEND AND TAKES ANY ACTIONS THE AGENT REASONABLY SPECIFIES TO ENSURE THE
CONTINUANCE OF ITS PERFECTED SECURITY INTEREST IN SUCH PROPERTY UNDER THIS
SECURITY AGREEMENT.
Section 4.7.
Intellectual Property.
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, EACH GRANTOR WILL USE ITS BEST EFFORTS TO OBTAIN ALL CONSENTS AND
APPROVALS NECESSARY OR APPROPRIATE FOR THE ASSIGNMENT TO OR FOR THE BENEFIT OF
THE AGENT OF ANY LICENSE HELD BY SUCH GRANTOR IN ORDER TO ENFORCE THE SECURITY
INTERESTS GRANTED HEREUNDER.
(B)
EACH GRANTOR SHALL NOTIFY THE AGENT PROMPTLY IF IT KNOWS OR
REASONABLY EXPECTS THAT ANY APPLICATION OR REGISTRATION RELATING TO ANY PATENT,
TRADEMARK OR COPYRIGHT (NOW OR HEREAFTER EXISTING) MATERIAL TO THE CONDUCT OF
SUCH GRANTOR'S BUSINESS MAY BECOME ABANDONED OR DEDICATED, OR OF ANY MATERIAL
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 GRANTOR'S OWNERSHIP OF ANY SUCH PATENT, TRADEMARK OR COPYRIGHT, ITS RIGHT
TO REGISTER THE SAME, OR TO KEEP AND MAINTAIN THE SAME.
(C)
IN NO EVENT SHALL ANY GRANTOR, EITHER DIRECTLY OR THROUGH ANY
AGENT, EMPLOYEE, LICENSEE OR DESIGNEE, FILE AN APPLICATION FOR THE REGISTRATION
OF ANY MATERIAL PATENT, TRADEMARK OR COPYRIGHT WITH THE UNITED STATES PATENT AND
TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR ANY SIMILAR OFFICE OR
AGENCY WITHOUT GIVING THE AGENT PROMPT WRITTEN NOTICE THEREOF, AND, UPON REQUEST
OF THE AGENT, SUCH GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL SECURITY
AGREEMENTS OR OTHER INSTRUMENTS