or pursuant to the reorganization thereof, the property so distributed
shall, unless otherwise subject to a perfected security interest in favor of the
Administrative Agent, be delivered to the Administrative Agent to be held by it
hereunder as additional collateral security for such Grantor's Secured
Obligations.
If any sums
13
of money or property so paid or distributed in respect of the Investment
Property shall be received by such Grantor, such Grantor shall, until such money
or property is paid or delivered to the Administrative Agent, hold such money or
property in trust for the Secured Parties, segregated from other funds of such
Grantor, as additional collateral security for the Grantor's Secured
Obligations.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT,
SUCH GRANTOR WILL NOT (I) VOTE TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT,
ANY ISSUER TO ISSUE ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OR TO
ISSUE ANY OTHER SECURITIES CONVERTIBLE INTO OR GRANTING THE RIGHT TO PURCHASE OR
EXCHANGE FOR ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OF ANY ISSUER
(EXCEPT AS OTHERWISE PERMITTED BY THE CREDIT AGREEMENT), (II) SELL, ASSIGN,
TRANSFER, EXCHANGE, OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT
TO, THE INVESTMENT PROPERTY OR PROCEEDS THEREOF (EXCEPT PURSUANT TO A
TRANSACTION EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT), (III) CREATE, INCUR OR
PERMIT TO EXIST ANY LIEN OR OPTION IN FAVOR OF, OR ANY CLAIM OF ANY PERSON WITH
RESPECT TO, ANY OF THE INVESTMENT PROPERTY OR PROCEEDS THEREOF, OR ANY INTEREST
THEREIN, EXCEPT FOR THE SECURITY INTERESTS CREATED BY THIS AGREEMENT, AS
OTHERWISE PERMITTED BY THE CREDIT AGREEMENT OR LIENS ARISING BY OPERATION OF LAW
OR (IV) ENTER INTO ANY AGREEMENT OR UNDERTAKING RESTRICTING THE RIGHT OR ABILITY
OF SUCH GRANTOR OR THE ADMINISTRATIVE AGENT TO SELL, ASSIGN OR TRANSFER ANY OF
THE INVESTMENT PROPERTY OR PROCEEDS THEREOF OTHER THAN AGREEMENTS PERMITTED
UNDER SECTION 8.15 OF THE CREDIT AGREEMENT.
(C)
IN THE CASE OF EACH GRANTOR WHICH IS AN ISSUER, SUCH ISSUER AGREES
THAT (I) IT WILL BE BOUND BY THE TERMS OF THIS AGREEMENT RELATING TO THE
INVESTMENT PROPERTY ISSUED BY IT AND WILL COMPLY WITH SUCH TERMS INSOFAR AS SUCH
TERMS ARE APPLICABLE TO IT, (II) IT WILL NOTIFY THE ADMINISTRATIVE AGENT
PROMPTLY IN WRITING OF THE OCCURRENCE OF ANY OF THE EVENTS DESCRIBED IN
SECTION 5.8(A) WITH RESPECT TO THE INVESTMENT PROPERTY ISSUED BY IT AND
(III) THE TERMS OF SECTIONS 7.3(C) AND 7.7 SHALL APPLY TO IT, MUTATIS MUTANDIS,
WITH RESPECT TO ALL ACTIONS THAT MAY BE REQUIRED OF IT PURSUANT TO
SECTION 7.3(C) OR 7.7 WITH RESPECT TO THE INVESTMENT PROPERTY ISSUED BY IT.
5.9.Receivables.
Other than in the ordinary course of business consistent with
its past practice, such Grantor will not (i) grant any extension of the time of
payment of any Receivable, (ii) compromise or settle any Receivable for less
than the full amount thereof, (iii) release, wholly or partially, any Person
liable for the payment of any