Common use of Pledged Equity Interests, Investment Related Property Clause in Contracts

Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor), then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral Trustee’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Default shall have occurred and be continuing, the Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest;

Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor), then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral TrusteeAgent’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Collateral Trustee Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral TrusteeAgent; provided, however, that until the Discharge of First Lien Obligations has occurred, the requirements for Control or delivery under this paragraph shall be deemed to have been satisfied by Control of such Collateral in favor of, or delivery of such Collateral to the First Lien Collateral Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Event of Default shall have occurred and be continuingcontinuing and so long as the Collateral Agent has not given notice to the applicable Grantor to the contrary, the Collateral Trustee Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest;

Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor)Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral Trustee’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee over such Investment Related Property (including, without limitation, subject to the Junior Priority Intercreditor Agreement, delivery thereof to the Collateral TrusteeTrustee to the extent otherwise required pursuant to this Agreement) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Event of Default shall have occurred and be continuingContinuing, the Collateral Trustee authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest;

Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor), then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral TrusteeAgent’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Collateral Trustee Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral TrusteeAgent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Event of Default shall have occurred and be continuingcontinuing and so long as the Collateral Agent has not given notice to the applicable Grantor to the contrary, the Collateral Trustee Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest;

Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest that constitutes Collateral or other Investment Related Property, Property that constitutes Collateral upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest that constitutes Collateral or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor)that constitutes Collateral, then (a) such dividends, interest or distributions and securities interest, distributions, Securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral Trustee’s reasonable judgment, advisable to ensure the validity, perfection, priority and, if applicable, control Control of the Collateral Trustee Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral TrusteeAdministrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee Administrative Agent authorizes each Grantor to retain (x) all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and (y) all scheduled payments of principal and interest;.

Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, including, without limitation, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor)otherwise, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of the Collateral without further action and (b) except as expressly provided otherwise in this Agreement, such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral Trustee’s reasonable judgment, or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee Administrative Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral TrusteeAdministrative Agent) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee Administrative Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Event of Default shall have occurred and be continuing, the Collateral Trustee authorizes each Grantor shall be entitled to receive and retain any and all ordinary cash dividends dividends, interest and other distributions paid on, or distributed in respect of, the Pledged Equity Interests (other than any such dividends, interest and distributions paid in the normal course form of Investment Related Property) and other Investment Related Property to the business of extent such dividends, interest and other distributions are permitted under the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest;Loan Documents.

Pledged Equity Interests, Investment Related Property. (a) except Except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related PropertyProperty that constitutes Collateral hereunder, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor)that constitutes Collateral hereunder, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, that are necessary or, in the Collateral Trustee’s reasonable judgment, or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Trustee) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Trustee and shall segregate such dividends, distributions, Securities or other property that constitutes Collateral from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Debt Default shall have occurred and be continuing, the Collateral Trustee authorizes each Grantor to may retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest;.

Pledged Equity Interests, Investment Related Property. (a) except as provided in the next sentence, and subject to Section 6.4, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property (other than a merger or consolidation with, or a liquidation or dissolution the proceeds of which are distributed to another Grantor)Property, then (ai) such dividends, interest or distributions and securities any Securities (other than Excluded Securities) or other property shall be included in the definition of Collateral without further action and (bii) such Grantor shall immediately promptly take all steps, if any, that are necessary or, in the Collateral Trustee’s reasonable judgment, or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Trustee Bank over such Investment Related Property (including, without limitation, delivery thereof to the Collateral TrusteeBank) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities [(other than Excluded Securities)] or other property in trust for the benefit of the Collateral Trustee Bank and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Secured Parity Lien Debt Default shall have occurred and be continuing, the Collateral Trustee Bank authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer of any applicable Investment Related Property and consistent with the past practice of the such issuer and all scheduled payments of principal and interest;.