MAY HAVE ANY RIGHT OR
POWER.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IN NO EVENT SHALL THE SECURITY INTEREST GRANTED HEREUNDER ATTACH TO
(I) ANY LEASE, LICENSE, CONTRACT, PROPERTY RIGHTS OR AGREEMENT TO WHICH GRANTOR
IS A PARTY OR ANY OF ITS RIGHTS OR INTERESTS THEREUNDER IF AND FOR SO LONG AS
THE GRANT OF SUCH SECURITY INTEREST SHALL CONSTITUTE OR RESULT IN (A) THE
ABANDONMENT, INVALIDATION OR UNENFORCEABILITY OF ANY RIGHT, TITLE OR INTEREST OF
GRANTOR THEREIN OR (B) IN A BREACH OR TERMINATION PURSUANT TO THE TERMS OF, OR A
DEFAULT UNDER, ANY SUCH LEASE, LICENSE, CONTRACT, PROPERTY RIGHTS OR AGREEMENT
(OTHER THAN TO THE EXTENT ANY SUCH TERM WOULD BE RENDERED INEFFECTIVE BY THE UCC
OR ANY OTHER APPLICABLE LAW (INCLUDING THE BANKRUPTCY CODE) OR PRINCIPLES OF
EQUITY), PROVIDED, HOWEVER, THAT SUCH SECURITY INTEREST SHALL ATTACH IMMEDIATELY
AT SUCH TIME AS THE CONDITION CAUSING SUCH ABANDONMENT, INVALIDATION OR
UNENFORCEABILITY SHALL BE REMEDIED AND, TO THE EXTENT SEVERABLE, SHALL ATTACH
IMMEDIATELY TO ANY PORTION OF SUCH LEASE, LICENSE CONTRACT, PROPERTY RIGHT OR
AGREEMENT THAT DOES NOT RESULT IN ANY OF THE CONSEQUENCES SPECIFIED IN CLAUSES
(A) OR (B); OR (II) ANY OF THE OUTSTANDING CAPITAL STOCK OF AN ENTITY FORMED IN
A JURISDICTION OUTSIDE OF THE UNITED STATES (EACH SUCH ENTITY, A "FOREIGN
SUBSIDIARY") IN EXCESS OF 65% OF THE VOTING POWER OF ALL CLASSES OF CAPITAL
STOCK OF SUCH FOREIGN SUBSIDIARY ENTITLED TO VOTE, PROVIDED THAT, UPON AN
AMENDMENT TO THE IRC TO ALLOW A PLEDGE OF A GREATER PERCENTAGE OF THE VOTING
POWER OF CAPITAL STOCK IN A FOREIGN SUBSIDIARY WITHOUT ADVERSE TAX CONSEQUENCES
TO GRANTOR, AS REASONABLY DETERMINED BY GRANTOR WITH RESPECT TO FEDERAL INCOME
TAXES, THE COLLATERAL SHALL INCLUDE, AND THE SECURITY INTEREST GRANTED BY THE
GRANTOR SHALL ATTACH TO, SUCH GREATER PERCENTAGE OF CAPITAL STOCK OF EACH
FOREIGN SUBSIDIARY.
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, GRANTOR
SHALL HAVE THE EXCLUSIVE, NON-TRANSFERABLE RIGHT AND LICENSE TO USE THE
INTELLECTUAL PROPERTY AND THE EXCLUSIVE RIGHT TO GRANT TO OTHER PERSONS LICENSES
AND SUBLICENSES WITH RESPECT TO THE INTELLECTUAL PROPERTY.
3
3.
AGENT'S AND LENDERS' RIGHTS;
LIMITATIONS ON AGENT'S AND LENDERS' OBLIGATIONS.
(A)
IT IS EXPRESSLY AGREED BY GRANTOR THAT,
ANYTHING HEREIN OR IN ANY OTHER LOAN DOCUMENT TO THE CONTRARY NOTWITHSTANDING,
GRANTOR SHALL REMAIN LIABLE UNDER EACH OF ITS CONTRACTUAL OBLIGATIONS, INCLUDING
ALL LICENSES, TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER.
NEITHER AGENT NOR ANY LENDER SHALL
HAVE ANY OBLIGATION OR LIABILITY UNDER ANY CONTRACTUAL OBLIGATION BY REASON OF
OR ARISING OUT OF THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
GRANTING HEREIN OF A LIEN THEREON OR THE RECEIPT BY AGENT OR ANY LENDER OF ANY
PAYMENT RELATING TO ANY CONTRACTUAL OBLIGATION PURSUANT HERETO.
NEITHER AGENT
NOR ANY LENDER SHALL BE REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR
FULFILL ANY OF THE OBLIGATIONS OF GRANTOR