Common use of Pledged Permitted Investments; Clause in Contracts

Pledged Permitted Investments;. (a) Subject to the Borrower's rights under Section 6.5(a), any sums paid upon or in respect of the Pledged Permitted Investments upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Permitted Investments or any property shall be distributed upon or with respect to the Pledged Permitted Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of Pledged Permitted Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrower, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Borrower will not (i) 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 Pledged Permitted Investments or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (ii) enter into any agreement or undertaking restricting the right or ability of the Borrower or the Administrative Agent to sell, assign or transfer any of the Pledged Permitted Investments or Proceeds thereof.

Pledged Permitted Investments;. (a) Subject Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Borrower of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.5(b), the Borrower shall be permitted to receive all payments made in respect of the Pledged Permitted Investments, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Borrower's rights under Section 6.5(a), (i) the Administrative Agent shall have the right to receive any sums and all payments or other Proceeds paid upon or in respect of the Pledged Permitted Investments upon and make application thereof to the liquidation or dissolution of any Issuer shall be paid over to Obligations in such order as the Administrative Agent to be held by it hereunder as additional collateral security for the Obligationsmay determine, and in case (ii) any distribution of capital shall be made on or in respect all of the Pledged Permitted Investments or any property shall be distributed registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Permitted Investments at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Permitted Investments as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Permitted Investments upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by the Borrower or the Administrative Agent of any right, privilege or option pertaining to such Pledged Permitted Investments, and in connection therewith, the right to deposit and deliver any and all of the Pledged Permitted Investments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) The Borrower hereby authorizes and instructs each Issuer of any Pledged Permitted Investments pledged by the Borrower hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Borrower, and the Borrower agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any payments with respect to the Pledged Permitted Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of Pledged Permitted Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered directly to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrower, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Borrower will not (i) 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 Pledged Permitted Investments or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (ii) enter into any agreement or undertaking restricting the right or ability of the Borrower or the Administrative Agent to sell, assign or transfer any of the Pledged Permitted Investments or Proceeds thereof.

Pledged Permitted Investments;. (a) Subject Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the Borrowerrelevant Subsidiary Grantor of the Administrative Agent's intent to exercise its corresponding rights under pursuant to Section 6.5(a6.5(b), each Subsidiary Grantor shall be permitted to receive all payments made in respect of the Pledged Permitted Investments, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Subsidiary Grantor, (i) the Administrative Agent shall have the right to receive any sums and all payments or other Proceeds paid upon or in respect of the Pledged Permitted Investments upon and make application thereof to the liquidation or dissolution of any Issuer shall be paid over to Obligations in such order as the Administrative Agent to be held by it hereunder as additional collateral security for the Obligationsmay determine, and in case (ii) any distribution of capital shall be made on or in respect all of the Pledged Permitted Investments or any property shall be distributed registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Permitted Investments at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Permitted Investments as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Permitted Investments upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Subsidiary Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Permitted Investments, and in connection therewith, the right to deposit and deliver any and all of the Pledged Permitted Investments with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Subsidiary Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Subsidiary Grantor hereby authorizes and instructs each Issuer of any Pledged Permitted Investments pledged by such Subsidiary Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Subsidiary Grantor, and each Subsidiary Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any payments with respect to the Pledged Permitted Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of Pledged Permitted Investments shall be received by the Borrower, the Borrower shall, until such money or property is paid or delivered directly to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrower, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Borrower will not (i) 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 Pledged Permitted Investments or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (ii) enter into any agreement or undertaking restricting the right or ability of the Borrower or the Administrative Agent to sell, assign or transfer any of the Pledged Permitted Investments or Proceeds thereof.

Pledged Permitted Investments;. (a) Subject to the Borrower's rights of each of the Subsidiary Grantors under Section 6.5(a), any sums paid upon or in respect of the Pledged Permitted Investments upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Permitted Investments or any property shall be distributed upon or with respect to the Pledged Permitted Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of Pledged Permitted Investments shall be received by the Borrowersuch Subsidiary Grantor, the Borrower such Subsidiary Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrowersuch Subsidiary Grantor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Borrower such Subsidiary Grantor will not (i) 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 Pledged Permitted Investments or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (ii) enter into any agreement or undertaking restricting the right or ability of the Borrower such Subsidiary Grantor or the Administrative Agent to sell, assign or transfer any of the Pledged Permitted Investments or Proceeds thereof.