Common use of Holdco Clause in Contracts

Holdco. Prior to the IP Holdco Transition Date, (i) IP Holdco shall Dispose of or otherwise transfer any of its IP Rights (other than (x) the Disposition of obsolete assets which are no longer used by Borrower or any of its Subsidiaries in operation of their business and (y) the licensing of such IP Rights pursuant to the Borrower/IP Holdco License Agreement, the OpCo/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco then the Borrower/IP Holdco License Agreement and the OpCo/IP Holdco License Agreement), (ii) IP Holdco shall incur any Indebtedness or create, incur, assume or suffer to exist any Lien upon, any IP Rights owned thereby other than pursuant to the Borrower/IP Holdco License Agreement, the OpCo/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco than the Borrower/IP Holdco License Agreement and the OpCo/IP Holdco License Agreement, (iii) the Borrower/IP Holdco License Agreement shall be terminated, (iv) any license agreement described in the foregoing clause (ii) shall be amended, modified, waived or changed in any manner materially adverse to the interests of the Lenders, (v) IP Holdco shall fail to maintain in full force and effect its legal existence under the Laws of its jurisdiction of organization or shall merge, dissolve, liquidate or consolidate with or into another Person, (vi) IP Holdco shall cease to be engaged exclusively in the ownership of IP Rights for the purpose of licensing such IP Rights in accordance with the license agreements described in (ii) above, (vii) an event described in Section 8.01(f) shall occur with respect to IP Holdco, (viii) any change in the ownership of the Equity Interests of IP Holdco as of the Closing Date shall occur (including, without limitation, as a result of any failure by the Lenders to own (through the Administrative Agent as their designee) ten percent (10%) of the Equity Interests of IP Holdco other than due to a Disposition by the Lenders), (ix) IP Holdco shall fail to constitute a special-purpose bankruptcy remote entity or (x) IP Holdco shall breach any provision of, or default in the performance of its obligations under, the Borrower/IP Holdco License Agreement; or

Holdco. Prior to the IP Holdco Transition Date, (i) IP Holdco shall Dispose of or otherwise transfer any of its IP Rights (other than (x) the Disposition of obsolete assets which are no longer used by Borrower or any of its Subsidiaries in operation of their business and (y) the licensing of such IP Rights pursuant to the Borrower/IP Holdco License Agreement, the OpCo/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco then the Borrower/IP Holdco License Agreement and the OpCo/IP Holdco License Agreement), (ii) IP Holdco shall incur any Indebtedness or create, incur, assume or suffer to exist any Lien upon, any IP Rights owned thereby other than pursuant to the Borrower/IP Holdco License Agreement, the OpCoParent/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco than the Borrower/IP Holdco License Agreement and the OpCoParent/IP Holdco License Agreement), (ii) IP Holdco shall incur any Indebtedness, or create, incur, assume or suffer to exist any Lien upon, any IP Rights owned thereby other than pursuant to the Borrower/IP Holdco License Agreement and the Parent/IP Holdco License Agreement and similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco than the Borrower/IP Holdco License Agreement and the Parent/IP Holdco License Agreement, (iii) the Borrower/IP Holdco License Agreement or the Parent/IP Holdco License Agreement shall be terminated, terminated (ivother than upon the expiration of the term thereof) any license agreement described in the foregoing clause (ii) shall be or amended, modified, waived or changed in any manner materially adverse to the interests of the Lenders, (viv) IP Holdco shall fail to maintain in full force and effect its legal existence under the Laws of its jurisdiction of organization or shall merge, dissolve, liquidate or consolidate with or into another Person, (viv) IP Holdco shall cease to be engaged exclusively in the ownership of IP Rights for the purpose of licensing such IP Rights in accordance with the license agreements described in (ii) above, (viivi) an event described in Section 8.01(f) shall occur with respect to IP Holdco, (vii) IP Holdco shall become a Restricted Subsidiary under, and as defined in, the PropCo Credit Agreement or provide any credit support of the obligations under the PropCo Credit Agreement, (viii) any change in the ownership of the Equity Interests of IP Holdco as of the Closing Date shall occur (including, without limitation, as a result of any failure by the Lenders to own (through the Administrative Agent as their designee) ten percent (10%) of the Equity Interests of IP Holdco (other than due to by a Disposition by the Lenders)), (ix) IP Holdco shall fail to constitute a special-purpose bankruptcy remote entity or (x) IP Holdco shall breach any provision of, or default in the performance of its obligations under, the Borrower/IP Holdco License Agreement; or

Holdco. Prior to the IP Holdco Transition Date, (i) IP Holdco shall Dispose of or otherwise transfer any of its IP Rights (other than (x) the Disposition of obsolete assets which are no longer used by Borrower or any of its Subsidiaries in operation of their business and (y) the licensing of such IP Rights pursuant to the Borrower/Opco IP Holdco License AgreementAgreements, GVR IP Agreements, the OpCoParent/IP Holdco License Agreement and substantially similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco then than the Borrower/Opco IP Holdco License Agreement Agreements, GVR IP Agreements, and the OpCoParent/IP Holdco License Agreement), (ii) IP Holdco shall incur any Indebtedness Indebtedness, or create, incur, assume or suffer to exist any Lien upon, any IP Rights owned thereby other than pursuant to consisting of the Borrower/Opco IP Holdco License AgreementAgreements, the OpCoGVR IP Agreements and the Parent/IP Holdco License Agreement and substantially similar intercompany license agreements with other Unrestricted Subsidiaries of the Borrower no less favorable to IP Holdco than the Borrower/Opco IP Holdco License Agreement Agreements, the GVR IP Agreements and the OpCoParent/IP Holdco License Agreement, (iii) the BorrowerOpco/IP Holdco License Agreement, the Opco/IP Holdco Trademark License Agreement or the Parent/IP Holdco License Agreement shall be terminated, terminated (ivother than upon the expiration of the term thereof) any license agreement described in the foregoing clause (ii) shall be or amended, modified, waived or changed in any manner materially adverse to the interests of the LendersLenders (except to the extent contemplated in the definition of GVR Subsidiary Conversion), (viv) IP Holdco shall fail to maintain in full force and effect its legal existence under the Laws of its jurisdiction of organization or shall merge, dissolve, liquidate or consolidate with or into another Person, (viv) IP Holdco shall cease to be engaged exclusively in the ownership of IP Rights for the purpose of licensing such IP Rights in accordance with the license agreements described in (ii) above, (viivi) an event described in Section 8.01(f) shall occur with respect to IP Holdco, (vii) IP Holdco shall become a Restricted Subsidiary under, and as defined in, the PropCo Credit Agreement or provide any credit support of the obligations under the PropCo Credit Agreement, (viii) any change in the ownership of the Equity Interests of IP Holdco as of the Closing Date shall occur (including, without limitation, as a result of any failure by the Lenders to own (through the Administrative Agent as their designee) ten percent (10%) of the Equity Interests of IP Holdco (other than due to by a Disposition by the Lenders)), (ix) IP Holdco shall fail to constitute a special-purpose bankruptcy remote entity or (x) IP Holdco shall breach any provision of, or default in the performance of its obligations under, any Opco IP Agreement, the BorrowerParent/IP Holdco License Agreement or any GVR IP Agreement; or