INTO OR GRANTING THE
RIGHT OF PURCHASE OR EXCHANGE FOR ANY STOCK OR OTHER EQUITY INTEREST OF ANY
NATURE OF SUCH ISSUER EXCEPT TO ANOTHER GRANTOR OR, TO THE EXTENT REQUIRED BY
APPLICABLE LAW, OTHER PERSONS (E.G., DIRECTORS' QUALIFYING SHARES) WHO HAVE
CAUSED SUCH PROPERTY TO BECOME SUBJECTED TO A PERFECTED LIEN THEREON IN FAVOR OF
THE COLLATERAL AGENT, (III) OTHER THAN AS PERMITTED UNDER THE CREDIT AGREEMENT,
PERMIT ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO DISPOSE OF ALL OR A MATERIAL
PORTION OF THEIR ASSETS, (IV) WAIVE ANY DEFAULT UNDER OR BREACH OF ANY TERMS OF
ORGANIZATIONAL DOCUMENT RELATING TO THE ISSUER OF ANY PLEDGED EQUITY INTEREST OR
THE TERMS OF ANY PLEDGED DEBT, OR (V) CAUSE ANY ISSUER OF ANY PLEDGED
PARTNERSHIP INTERESTS OR PLEDGED LLC INTERESTS WHICH ARE NOT SECURITIES (FOR
PURPOSES OF THE UCC) ON THE DATE HEREOF TO ELECT OR OTHERWISE TAKE ANY ACTION TO
CAUSE SUCH PLEDGED PARTNERSHIP INTERESTS OR PLEDGED LLC INTERESTS TO BE TREATED
AS SECURITIES FOR PURPOSES OF THE UCC; PROVIDED, HOWEVER, NOTWITHSTANDING THE
FOREGOING, IF ANY ISSUER OF ANY PLEDGED PARTNERSHIP INTERESTS OR PLEDGED LLC
INTERESTS TAKES ANY SUCH ACTION IN VIOLATION OF THE FOREGOING IN THIS CLAUSE
(V), SUCH GRANTOR SHALL PROMPTLY NOTIFY THE COLLATERAL AGENT IN WRITING OF ANY
SUCH ELECTION OR ACTION AND, IN SUCH EVENT, SHALL TAKE ALL
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STEPS NECESSARY OR, IN THE COLLATERAL AGENT'S REASONABLE JUDGMENT, ADVISABLE TO
ESTABLISH THE COLLATERAL AGENT'S "CONTROL" THEREOF;
AND
(D)
EXCEPT AS EXPRESSLY PERMITTED BY THE CREDIT
AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, IT SHALL
NOT PERMIT ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO MERGE OR CONSOLIDATE
UNLESS (I) SUCH ISSUER CREATES A SECURITY INTEREST THAT IS PERFECTED BY A FILED
FINANCING STATEMENT (THAT IS NOT EFFECTIVE SOLELY UNDER SECTION 9-508 OF THE
UCC) IN COLLATERAL IN WHICH SUCH NEW DEBTOR HAS OR ACQUIRES RIGHTS, (II) ALL THE
OUTSTANDING CAPITAL STOCK OR OTHER EQUITY INTERESTS OF THE SURVIVING OR
RESULTING CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP OR OTHER ENTITY
IS, UPON SUCH MERGER OR CONSOLIDATION, PLEDGED HEREUNDER; PROVIDED THAT IF THE
SURVIVING OR RESULTING GRANTORS UPON ANY SUCH MERGER OR CONSOLIDATION INVOLVING
AN ISSUER WHICH IS A FOREIGN SUBSIDIARY, THEN SUCH GRANTOR SHALL ONLY BE
REQUIRED TO PLEDGE EQUITY INTERESTS IN ACCORDANCE WITH SECTION 2.2.
6.7
Intellectual Property.
(A)
SUBJECT TO SUCH GRANTOR'S REASONABLE
BUSINESS JUDGMENT, IT SHALL NOT KNOWINGLY DO ANY ACT OR KNOWINGLY OMIT TO DO ANY
ACT WHEREBY ANY REGISTRATIONS OF THE MATERIAL INTELLECTUAL PROPERTY LAPSES,
BECOMES ABANDONED, DEDICATED TO THE PUBLIC, OR UNENFORCEABLE, WHICH WOULD
ADVERSELY AFFECT THE VALIDITY, GRANT, OR ENFORCEABILITY OF THE SECURITY INTEREST
GRANTED THEREIN;
(B)
SUBJECT TO SUCH GRANTOR'S REASONABLE
BUSINESS JUDGMENT, IT SHALL NOT, WITH RESPECT TO ANY TRADEMARKS CONSTITUTING
MATERIAL INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SUCH TRADEMARKS
LICENSED PURSUANT TO THE MATERIAL TRADEMARK LICENSE), CEASE THE USE OF ANY OF
SUCH TRADEMARKS OR FAIL TO MAINTAIN THE LEVEL OF THE QUALITY OF PRODUCTS SOLD
AND SERVICES RENDERED UNDER ANY OF SUCH TRADEMARK