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, in the event such Grantor receives any dividends, interest, distributions, securities or other property on account of any Pledged Equity Interest or other Investment Related Property constituting Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of such Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest, distributions, securities or other property shall be included in the definition of Collateral without further action (unless otherwise constituting an Excluded Asset) and (ii) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such dividends, interest, distributions, securities or other property (including, without limitation, delivery thereof to the 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 Agent and shall segregate such dividends, interest, distributions, securities or other property from all other property of such Grantor; provided that, for the avoidance of doubt, such Grantor shall not be required to (x) comply with the delivery and control requirements set forth in Article 4 with respect to any such Investment Related Property that constitutes Specified Minority Investments and (y) take any action to perfect Collateral Agent’s liens on any such dividends, interest, distributions, securities or other property, in each case, constituting Specified Minority Investments other than as required pursuant to Article 4 hereof (and subject to the thresholds, exclusions and limitations (and time periods in regards to compliance) set forth (and/or referenced) in Article 4 hereof). Notwithstanding the foregoing, so long as the Collateral Agent has not (after the occurrence or during the continuation of an Event of Default) directed the Grantors in writing to segregate all cash dividends, securities, distributions and other property in accordance with the immediately preceding sentence, the Collateral Agent authorizes such Grantor to retain all cash dividends, securities, distributions and other property paid consistent with the past practice of the issuer and all scheduled payments of interest.

Pledged Equity Interests, Investment Related Property. (a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest, distributions, securities or other property on account of any Pledged Equity Interest or other Investment Related Property constituting Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of such Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest, distributions, securities or other property shall be included in the definition of Collateral without further action (unless otherwise constituting an Excluded Asset) and (ii) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such dividends, interest, distributions, securities or other property (including, without limitation, delivery thereof to the 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 Agent and shall segregate such dividends, interest, distributions, securities or other property from all other property of such Grantor; provided that, for the avoidance of doubt, such Grantor shall not be required to (x) comply with the delivery and control requirements set forth in Article 4 with respect to any such Investment Related Property that constitutes Specified Minority Investments and (y) take any action to perfect Collateral Agent’s liens on any such dividends, interest, distributions, securities or other property, in each case, constituting Specified Minority Investments other than as required pursuant to Article 4 hereof (and subject to the thresholds, exclusions and limitations (and time periods in regards to compliance) set forth (and/or referenced) in Article 4 hereof). Notwithstanding the foregoing, so long as the Collateral Agent has not (after the occurrence or during the continuation of an no Event of Default) directed the Grantors in writing to segregate all cash dividends, securities, distributions Default shall have occurred and other property in accordance with the immediately preceding sentencebe continuing, the Collateral Agent authorizes such Grantor to retain all cash dividends, securities, distributions and other property paid consistent with the past practice of the issuer and all scheduled payments of interest.

Pledged Equity Interests, Investment Related Property. (a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest, distributions, securities or other property on account of any Pledged Equity Interest or other Investment Related Property constituting Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of such Pledged Equity Interest or Investment Related Property, then (i) such dividends, interest, distributions, securities or other property shall be included in the definition of Collateral without further action (unless otherwise constituting an Excluded Asset) and (ii) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such dividends, interest, distributions, securities or other property (including, without limitation, delivery thereof to the 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 Agent and shall segregate such dividends, interest, distributions, securities or other property from all other property of such Grantor; provided that, for the avoidance of doubt, such Grantor shall not be required to (x) comply with the delivery and control requirements set forth in Article 4 with respect to any such Investment Related Property that constitutes Specified Minority Investments and (y) take any action to perfect Collateral Agent’s liens on any such dividends, interest, distributions, securities or other property, in each case, constituting Specified Minority Investments other than as required pursuant to Article 4 hereof (and subject to the thresholds, exclusions and limitations (and time periods in regards to compliance) set forth (and/or referenced) in Article 4 hereof). Notwithstanding the foregoing, so long as the Collateral Agent has not (after the occurrence or during the continuation of an Event of Default) directed the Grantors in writing to segregate all cash dividends, securities, distributions and other property in accordance with the immediately preceding sentence, the Collateral Agent authorizes such Grantor to retain all cash dividends, securities, distributions and other property paid consistent with the past practice of the issuer and all scheduled payments of interest.

Pledged Equity Interests, Investment Related Property. (a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest, distributions, securities interest or other property distributions on account of any Pledged Equity Interest or other Investment Related Property constituting CollateralProperty, upon the merger, consolidation, liquidation or dissolution of any issuer of such any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest, distributions, interest or distributions and securities or other property shall be included in the definition of Collateral without further action (unless otherwise constituting an Excluded Asset) and (iib) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to the extent required hereunder with respect to such Collateral, to ensure the validity, perfection, priority and, if applicable, control Control, subject to the priorities set forth in the Collateral Trust Agreement, of the Priority Lien Collateral Agent Trustee over such dividends, interest, distributions, securities or other property Investment Related Property (including, without limitation, delivery thereof to the Priority Lien Collateral AgentTrustee) and and, pending any such action action, to the extent an Event of Default is occurring or continuing, such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Priority Lien Collateral Agent Trustee and shall segregate such dividends, interest, distributions, securities Securities or other property from all other property of such Grantor; provided that, for the avoidance of doubt, such Grantor shall not be required to (x) comply with the delivery and control requirements set forth in Article 4 with respect to any such Investment Related Property that constitutes Specified Minority Investments and (y) take any action to perfect Collateral Agent’s liens on any such dividends, interest, distributions, securities or other property, in each case, constituting Specified Minority Investments other than as required pursuant to Article 4 hereof (and subject to the thresholds, exclusions and limitations (and time periods in regards to compliance) set forth (and/or referenced) in Article 4 hereof). Notwithstanding the foregoing, so long as the Collateral Agent has Trustee shall not have delivered written notice of its intent to exercise its remedies hereunder at any time while an Event of Default (after the occurrence or during the continuation of an other than Bankruptcy Event of Default) directed the Grantors in writing to segregate all cash dividends, securities, distributions shall have occurred and other property in accordance with the immediately preceding sentencebe continuing and so long as no Bankruptcy Event of Default shall have occurred and be continuing, the Priority Lien Collateral Agent Trustee authorizes such each Grantor to retain all cash dividends, securities, dividends and distributions and other property paid consistent with the past practice of the issuer and all scheduled payments of interest.;

Pledged Equity Interests, Investment Related Property. (a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest, distributions, securities interest or other property distributions on account of any Pledged Equity Interest that constitutes Collateral or other Investment Related Property constituting that constitutes Collateral (except in the case of distributions, to the extent such distributions are in the form of property or assets that would not otherwise constitute Collateral; provided that the form of such assets was not chosen solely in order to avoid the applicability of this provision), upon the merger, consolidation, liquidation or dissolution of any issuer of such Pledged Equity Interest or Investment Related Propertyissuer, then (i) such dividends, interest, distributions, securities Securities or other property shall be included in the definition of Collateral without further action (unless otherwise constituting an Excluded Asset) and (ii) such Grantor shall promptly immediately take all steps, if any, necessary or reasonably advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such dividends, interest, distributions, securities or other property Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent) to the extent required by Sections 4.1 and 4.2 and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities Securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, interest, distributions, securities Securities or other property from all other property of such Grantor; provided that, for the avoidance of doubt, such Grantor shall not be required to (x) comply with the delivery and control requirements set forth in Article 4 with respect to any such Investment Related Property that constitutes Specified Minority Investments and (y) take any action to perfect Collateral Agent’s liens on any such dividends, interest, distributions, securities or other property, in each case, constituting Specified Minority Investments other than as required pursuant to Article 4 hereof (and subject to the thresholds, exclusions and limitations (and time periods in regards to compliance) set forth (and/or referenced) in Article 4 hereof). Notwithstanding the foregoing, so long as the Collateral Agent has not (after the occurrence or during the continuation of an no Event of Default) directed Default shall have occurred and be continuing or as otherwise expressly permitted pursuant to the Grantors in writing to segregate all cash dividends, securities, distributions and other property in accordance with terms of the immediately preceding sentenceCredit Agreement, the Collateral Agent authorizes such each Grantor to retain all ordinary cash dividends, securities, dividends and distributions paid in the normal course of the business of the issuer and other property paid consistent with the past practice of the issuer and all scheduled payments of interest.

Pledged Equity Interests, Investment Related Property. (a) Except as provided in the next sentence, in the event such Grantor receives any dividends, interest, distributions, securities interest or other property distributions on account of any Pledged Equity Interest or other Investment Related Property constituting Collateral, upon the merger, consolidation, liquidation or dissolution of any issuer of such any Pledged Equity Interest or Investment Related Property, then (ia) such dividends, interest, distributions, interest or distributions and securities or other property shall be included in the definition of Collateral without further action (unless otherwise constituting an Excluded Asset) and (iib) such Grantor shall promptly take all steps, if any, necessary or reasonably advisable to the extent required hereunder with respect to such Collateral, to ensure the validity, perfection, priority and, if applicable, control Control, subject to the priorities set forth in the Collateral Trust Agreement of the Parity Lien Collateral Agent Trustee over such dividends, interest, distributions, securities or other property Investment Related Property (including, without limitation, delivery thereof to the Parity Lien Collateral AgentTrustee or the Priority Lien Collateral Trustee, as the case may be) and pending any such action action, to the extent an Event of Default is occurring or continuing, such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Parity Lien Collateral Agent Trustee and shall segregate such dividends, interest, distributions, securities Securities or other property from all other property of such Grantor; provided that, for the avoidance of doubt, such Grantor shall not be required to (x) comply with the delivery and control requirements set forth in Article 4 with respect to any such Investment Related Property that constitutes Specified Minority Investments and (y) take any action to perfect Collateral Agent’s liens on any such dividends, interest, distributions, securities or other property, in each case, constituting Specified Minority Investments other than as required pursuant to Article 4 hereof (and subject to the thresholds, exclusions and limitations (and time periods in regards to compliance) set forth (and/or referenced) in Article 4 hereof). Notwithstanding the foregoing, so long as the Applicable Collateral Agent has Trustee (or if the Parity Lien Collateral Trustee is at that time permitted to exercise remedies against the Collateral pursuant to Collateral Trust Agreement, the Parity Lien Collateral Trustee) shall not have delivered written notice of its intent to exercise its remedies hereunder at any time while an Event of Default (after the occurrence or during the continuation of an other than any Bankruptcy Event of Default) directed the Grantors in writing to segregate all cash dividends, securities, distributions shall have occurred and other property in accordance with the immediately preceding sentencebe continuing and so long as no Bankruptcy Event of Default shall have occurred and be continuing, the Parity Lien Collateral Agent Trustee authorizes such each Grantor to retain all cash dividends, securities, dividends and distributions and other property paid consistent with the past practice of the issuer and all scheduled payments of interest.;