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 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 the payment of any Receivable,
(iv) allow any credit or discount whatsoever
15
on any Receivable or (v) amend, supplement or modify any 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 OF THE
BORROWER AND ITS SUBSIDIARIES.
5.10
Intellectual Property.
(a)
Such Grantor (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 line as reflected in
its current catalogs,