Common use of Material Intellectual Property Clause in Contracts

Material Intellectual Property. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, (x) none of the Borrower or any other Loan Party shall (i) sell, transfer or otherwise dispose of any Material Intellectual Property (whether pursuant to a sale, transfer, Disposition, Investment, Restricted Payment or lease or license of the exclusive rights thereto, including by way of Investment, Restricted Payment or Disposition of the Equity Interests of a Subsidiary that owns Material Intellectual Property) to any Subsidiary that is not a Loan Party or (ii) permit any Subsidiary Loan Party holding Material Intellectual Property to become a Subsidiary that is not a Loan Party; provided that in no event shall this Section 6.06 prohibit the Borrower or its Subsidiaries from entering into non-exclusive leasing or licensing arrangements in the ordinary course of business and (y) no Subsidiary that is not a Loan Party shall own or hold any Material Intellectual Property or an exclusive license to any Material Intellectual Property; provided that to the extent the Chilean IP becomes Material Intellectual Property, the Borrower will use commercially reasonable efforts to transfer such Material Intellectual Property to a Loan Party or cause a Loan Party to enter into an exclusive licensing arrangement with such non-Loan Party with respect to such Material Intellectual Property, unless, in each case, doing so would result in adverse Tax consequences.