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,
12
(EXCEPT AS OTHERWISE PERMITTED BY THE SECOND LIEN 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 SECOND LIEN 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 AND, PRIOR TO THE DISCHARGE OF FIRST LIEN OBLIGATIONS, THE FIRST LIEN
GUARANTEE AND COLLATERAL AGREEMENT, AS OTHERWISE PERMITTED BY THE SECOND LIEN
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
SECOND LIEN 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 6.3(C) AND 6.7 SHALL APPLY TO IT, MUTATIS MUTANDIS, WITH
RESPECT TO ALL ACTIONS THAT MAY BE REQUIRED OF IT PURSUANT TO SECTION 6.3(C) OR
6.7 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 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.
5.10.
Intellectual Property.
(a)
Such Grantor (either itself or through
licensees) will (i) continue to use each Trademark that is material to Grantor's
then current business 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 notices and legends required by applicable Requirements of
Law, (iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Administrative Agent, for the ratable