ACCOUNT
WITHOUT LENDER'S PRIOR WRITTEN CONSENT.
ANY SUCH CONSENT, WHICH THE LENDER MAY
GRANT OR WITHHOLD IN ITS DISCRETION, SHALL BE SUBJECT TO THE SATISFACTION OF
EACH OF THE FOLLOWING CONDITIONS TO THE SATISFACTION OF THE LENDER:
(I)
THE SUCCESSOR LOCKBOX BANK SHALL BE ACCEPTABLE TO THE LENDER;
(II)
LENDER, BORROWER AND THE SUCCESSOR LOCKBOX BANK SHALL HAVE
ENTERED INTO A LOCKBOX AGREEMENT SUBSTANTIALLY IN THE FORM OF THE LOCKBOX
AGREEMENT INITIALLY ENTERED INTO AND SUCH AGREEMENT SHALL BE CONSIDERED THE
"LOCKBOX AGREEMENT" UNDER THIS AMENDED AGREEMENT AND THE OTHER LOAN DOCUMENTS;
(III)
ALL FUNDS AND ITEMS IN THE ACCOUNTS SUBJECT TO THE LOCKBOX
AGREEMENT TO BE TERMINATED SHALL BE TRANSFERRED TO THE NEW ACCOUNTS HELD AT THE
SUCCESSOR LOCKBOX BANK PRIOR TO THE TERMINATION OF THE THEN EXISTING LOCKBOX
BANK; AND
(IV)
BORROWER SHALL HAVE RECEIVED EVIDENCE THAT ALL OF THE APPLICABLE
PARTIES PAYING ROYALTIES HAVE BEEN INSTRUCTED TO REMIT ALL FUTURE PAYMENTS TO
THE NEW ACCOUNTS HELD AT THE SUCCESSOR LOCKBOX BANK.
(G)
[INTENTIONALLY OMITTED]
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
22
(H)
ALL GROSS PAYMENTS SHALL BE PAID INTO THE LOCKBOX ACCOUNT OR TO
ANY OTHER ACCOUNT(S) DESIGNATED IN WRITING BY THE LENDER(S) TO BORROWER, AND
AMOUNTS DEPOSITED THEREIN SHALL BE TREATED AS DESCRIBED IN EXHIBIT F.
(I)
BORROWER SHALL PAY VOLUNTARY PREPAYMENTS MADE AT THE ELECTION OF
BORROWER IN ACCORDANCE WITH SECTION 3.02(A) OR ANY PAYMENT MADE IN ACCORDANCE
WITH THE LAST SENTENCE OF SECTION 4.01(A) TO THE LOCKBOX ACCOUNT.
(J)
IN THE EVENT ANY PARTY TO A LICENSE AGREEMENT INCLUDING ANY PARTY
TO A FUTURE LICENSE REMITS ANY ROYALTIES DIRECTLY TO BORROWER OR OTHERWISE
EXCEPT TO THE LOCKBOX ACCOUNT, BORROWER SHALL IMMEDIATELY (I) REMIT ANY SUCH
ROYALTIES TO THE LOCKBOX ACCOUNT (OR, IF FOR SOME REASON SUCH ACCOUNT IS NO
LONGER IN EFFECT OR PAYMENT CANNOT BE MADE INTO SUCH ACCOUNT, BORROWER SHALL
REMIT SUCH ROYALTIES BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS DIRECTLY TO
LENDER BANK ACCOUNT), (II) NOTIFY SUCH PARTY TO REMIT ANY FUTURE ROYALTIES TO
THE LOCKBOX ACCOUNT AND (III) PROVIDE TO LENDER A COPY OF SUCH NOTICE.
(K)
AMOUNTS PAYABLE PURSUANT TO THIS SECTION 4.02 SHALL BE IN ADDITION
TO ANY AMOUNTS PAYABLE UNDER SECTION 4.02(D) OF THIS AMENDED AGREEMENT.
(L)
ANY PAYMENTS, OTHER THAN FROM FUNDS PAID TO LENDER FROM THE
LENDER CONCENTRATION ACCOUNT, TO BE MADE BY BORROWER TO LENDER HEREUNDER OR
UNDER ANY OTHER TRANSACTION DOCUMENT SHALL BE MADE BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO LENDER BANK ACCOUNT.
(M)
WITHIN [*****] FOLLOWING DELIVERY TO LENDER BY BORROWER OF THE
QUARTERLY REPORT FOR THE FOURTH FISCAL QUARTER OF EACH CALENDAR YEAR DURING THE
TERM OF THE LOANS, TO THE EXTENT THAT EITHER LENDER OR BORROWER HAS DETERMINED
THAT THERE IS A DISCREPANCY AS TO THE AMOUNTS PAID TO LENDER HEREUNDER FOR SUCH
CALENDAR YEAR, THEN THE PERSON WHO HAS MADE SUCH DETERMINATION MAY NOTIFY THE
OTHER IN WRITING OF SUCH DISCREPANCY INDICATING IN REASONABLE DETAIL ITS