Investments; Pledged Collateral Clause Samples

Investments; Pledged Collateral. (a) No Guarantor has any outstanding advances to, or owns or holds any equity or long-term debt investments in, any person, except as described on the Perfection Certificate (as may be amended or supplemented from time to time) or as expressly permitted under Section 7.7 of the Loan Agreement. (b) All Pledged Securities pledged by such Guarantor hereunder (i) are listed on the Perfection Certificate (as may be amended or supplemented from time to time) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on the Perfection Certificate (as may be amended or supplemented from time to time), (ii) have been duly authorized, validly issued and are fully paid and nonassessable (other than Pledged Securities in limited liability companies and partnerships), and (iii) constitute the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with their terms. As of the Closing Date, any certificates evidencing such Pledged Securities have been delivered to the Agent. (c) The Pledged Debt pledged by such Guarantor hereunder (i) is listed on the Perfection Certificate (as may be amended or supplemented from time to time), (ii) with respect to any Loan Party, has been duly authorized and validly issued and delivered, as applicable, and (iii) with respect to any Loan Party, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, and is not in default. As of the Closing Date, any instruments evidencing such Pledged Debt required to be delivered pursuant to the Loan Documents have been delivered to the Agent. (d) Upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Guarantor granting the security interest in any Pledged Collateral, and a transferee or assignee of such Pledged Collateral shall become a holder of such Pledged Collateral to the same extent as such Guarantor and with respect to the Pledged Securities, and shall be entitled to participate in the management of the issuer of such Pledged Securities and, upon the sale or other disposition by the Agent of the entire interest of such Guarantor, such Guarantor shall, by operation of law, cease to be a holder of such Pledged Securities. The Agent agrees that it shall endeavor to give written notice to the relevant Guarantor or Guarantors of its intent to exe...