ISSUED BY SUCH ISSUER SHALL
CAUSE SUCH ISSUER TO, ACKNOWLEDGE AND AGREE TO THE PLEDGE AND GRANT OF A
SECURITY INTEREST IN THE PLEDGED INVESTMENTS BY A WRITING IN THE FORM OF ANNEX I
HERETO.
(I)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUBSIDIARY OF THE
COMPANY AS OF THE DATE OF THIS AGREEMENT, WITH THE EXCEPTION OF ES HOLDINGS SAS,
A FRENCH CORPORATION, AND EUROSILICONE SAS, A FRENCH CORPORATION, THAT IS NOT A
GUARANTOR OR PLEDGOR HEREUNDER SHALL EXECUTE AND DELIVER, WITHIN TEN DAYS OF THE
CLOSING DATE, A NEGATIVE PLEDGE AGREEMENT (OR AS APPLICABLE, A JOINDER AGREEMENT
TO AN EXISTING NEGATIVE PLEDGE AGREEMENT) PURSUANT TO WHICH SUCH SUBSIDIARY WILL
UNDERTAKE NOT TO CREATE, INCUR OR PERMIT TO EXIST, ANY LIEN OR OTHER INTEREST IN
BREACH OF SECTION 5.1 HEREIN WITH RESPECT TO ANY OF ITS ASSETS NOW HELD OR
HEREINAFTER ACQUIRED.
5.9
Receivables. (a)
Other than in the ordinary course of business
consistent with its past practice, such Pledgor 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 Receivable, (iv) allow any
credit or discount whatsoever on any Receivable, or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.
(B)
SUCH PLEDGOR WILL DELIVER TO THE COLLATERAL AGENT A COPY OF EACH
MATERIAL DEMAND, NOTICE OR DOCUMENT RECEIVED BY IT THAT QUESTIONS OR CALLS INTO
DOUBT THE VALIDITY OR ENFORCEABILITY OF MORE THAN 5% OF THE AGGREGATE AMOUNT OF
THE THEN OUTSTANDING RECEIVABLES.
5.10
Intellectual Property. (a)
Such Pledgor (either itself or through
licensees) will (i) continue to use each Material Trademark on each and every
trademark class of goods applicable to its current product or service lines in
order to maintain such Trademark in full force free from any claim of
abandonment for non-use, (ii) maintain as in the past the quality of products
and services offered under such Trademark, (iii) use such Trademark with the
appropriate notice of registration and all other notices and legends required by
applicable Requirements of Law, (iv) not knowingly adopt or use any mark which
is confusingly similar or a colorable imitation of such Trademark unless the
Collateral Agent shall obtain a perfected security interest in such mark
pursuant to this Agreement, and (v) not do any act or knowingly omit to do any
act whereby such Trademark may become invalidated or impaired in any way.
(B)
SUCH PLEDGOR (EITHER ITSELF OR THROUGH LICENSEES) WILL NOT DO ANY
ACT, OR OMIT TO DO ANY ACT, WHEREBY ANY MATERIAL PATENT MAY BECOME FORFEITED,
ABANDONED OR DEDICATED TO THE PUBLIC.
(C)
SUCH PLEDGOR (EITHER ITSELF OR THROUGH LICENSEES) (I) WILL EMPLOY
EACH MATERIAL COPYRIGHT AND (II) WILL NOT DO ANY ACT OR KNOWINGLY OMIT TO DO ANY
ACT WHEREBY ANY MATERIAL PORTION OF THE COPYRIGHTS MAY BECOME INVALIDATED OR
OTHERWISE IMPAIRED OR FALL