ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (NOT
TO BE UNREASONABLY WITHHELD OR DELAYED), 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, (II) SELL, ASSIGN,
TRANSFER, EXCHANGE, OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT
TO, THE PLEDGED SECURITIES 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 PLEDGED SECURITIES OR PROCEEDS THEREOF, OR ANY INTEREST THEREIN,
EXCEPT FOR THE SECURITY INTERESTS CREATED BY THIS AGREEMENT AND LIENS PERMITTED
BY THE CREDIT AGREEMENT 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 PLEDGED SECURITIES OR PROCEEDS THEREOF.
(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 PLEDGED
SECURITIES 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
14
PLEDGED SECURITIES ISSUED BY IT AND (III) THE TERMS OF SECTION 6.3(C) SHALL
APPLY TO IT, MUTATIS MUTANDIS, WITH RESPECT TO ALL ACTIONS THAT MAY BE REQUIRED
OF IT PURSUANT TO SECTION 6.3(C) WITH RESPECT TO THE PLEDGED SECURITIES ISSUED
BY IT.
(D)
SUCH GRANTOR HEREBY AGREES THAT IF ANY ISSUER OF PLEDGED STOCK IS
ORGANIZED IN A JURISDICTION WHICH DOES NOT PERMIT THE USE OF CERTIFICATES TO
EVIDENCE EQUITY OWNERSHIP, OR IF ANY OF THE PLEDGED STOCK IS AT ANY TIME NOT
EVIDENCED BY CERTIFICATES OF OWNERSHIP, THEN SUCH APPLICABLE GRANTOR SHALL, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, RECORD SUCH PLEDGE ON THE EQUITYHOLDER
REGISTER OR THE BOOKS OF THE ISSUER, CAUSE THE ISSUER TO EXECUTE AND DELIVER TO
THE ADMINISTRATIVE AGENT AN ACKNOWLEDGMENT OF THE PLEDGE OF SUCH PLEDGED STOCK
SUBSTANTIALLY IN THE FORM OF ANNEX 2 ANNEXED HERETO, EXECUTE ANY CUSTOMARY
PLEDGE FORMS OR OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO COMPLETE THE PLEDGE
AND GIVE THE ADMINISTRATIVE AGENT THE RIGHT TO TRANSFER SUCH PLEDGED STOCK UNDER
THE TERMS HEREOF.
5.9
RECEIVABLES.
(A)
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