6.3(C) OR 6.7 WITH RESPECT TO THE PLEDGED SECURITIES
ISSUED BY IT.
(D)
EACH ISSUER THAT IS A PARTNERSHIP OR A LIMITED LIABILITY COMPANY (I)
CONFIRMS THAT NONE OF THE TERMS OF ANY EQUITY INTEREST ISSUED BY IT PROVIDES
THAT SUCH EQUITY INTEREST IS A "SECURITY" WITHIN THE MEANING OF SECTIONS 8-102
AND 8-103 OF THE NEW YORK UCC (A "SECURITY"), (II) AGREES THAT IT WILL TAKE NO
ACTION TO CAUSE OR PERMIT ANY SUCH EQUITY INTEREST TO BECOME A SECURITY, (III)
AGREES THAT IT WILL NOT ISSUE ANY CERTIFICATE REPRESENTING ANY SUCH EQUITY
INTEREST AND (IV) AGREES THAT IF, NOTWITHSTANDING THE FOREGOING, ANY SUCH EQUITY
INTEREST SHALL BE OR BECOME A SECURITY, SUCH ISSUER WILL (AND THE GRANTOR THAT
HOLDS SUCH EQUITY INTEREST HEREBY INSTRUCTS SUCH ISSUER TO) COMPLY WITH
INSTRUCTIONS ORIGINATED BY THE ADMINISTRATIVE AGENT WITHOUT FURTHER CONSENT BY
SUCH GRANTOR.
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 material Receivable, (ii) compromise or settle any
material Receivable for less than the full amount thereof, (iii) release, wholly
or partially, any Person liable for the payment of any material Receivable, (iv)
allow any credit or discount whatsoever on any material Receivable or (v) amend,
supplement or modify any material Receivable in any manner that could adversely
affect the value thereof.
(B)
SUCH GRANTOR WILL DELIVER TO THE ADMINISTRATIVE 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.
[RESERVED]
5.11.
Intellectual Property.
(a)
Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark in order to maintain
such Trademark in full force free from any claim of abandonment for non-use,
except in connection with Dispositions permitted pursuant to Section 6.5 of the
Credit Agreement or the non-use of a given Trademark for specific goods and
services in the ordinary course of business, (ii) maintain as in the past the
quality of products and services offered under such Trademark, and (iii) use
such Trademark with the appropriate notice of registration and all other notices
and legends required by applicable Requirements of Law.
(B)
SUCH GRANTOR (EITHER ITSELF OR THROUGH LICENSEES) WILL NOT (AND NOT PERMIT
ANY LICENSEE OR SUBLICENSEE THEREOF TO) KNOWINGLY DO ANY ACT OR KNOWINGLY OMIT
TO DO ANY ACT WHEREBY ANY (I) MATERIAL TRADEMARK MAY BECOME INVALIDATED OR
IMPAIRED IN ANY WAY, (II) MATERIAL PATENT MAY BECOME FORFEITED, ABANDONED OR
DEDICATED TO THE PUBLIC, OR (III) MATERIAL COPYRIGHTS MAY BECOME INVALIDATED OR
OTHERWISE IMPAIRED OR FALL INTO THE PUBLIC DOMAIN.
(C)
SUCH GRANTOR (EITHER ITSELF OR THROUGH LICENSEES) WILL NOT KNOWINGLY DO
ANY ACT THAT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.
19
(D)
SUCH GRANTOR WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE LENDERS
IMMEDIATELY IF IT KNOWS,