DATE HEREOF AND (II) WITH RESPECT TO ANY SUCH RECEIVABLES
HEREAFTER ARISING, WITHIN TEN (10) DAYS OF SUCH GRANTOR ACQUIRING RIGHTS
THEREIN. ANY RECEIVABLE NOT OTHERWISE REQUIRED TO BE DELIVERED OR SUBJECTED TO
THE CONTROL OF THE COLLATERAL AGENT IN ACCORDANCE WITH THIS SUBSECTION (C) SHALL
BE DELIVERED OR SUBJECTED TO SUCH CONTROL UPON THE REASONABLE REQUEST OF THE
COLLATERAL AGENT.
Section 4.04
Investment Related Property.
(A)
COVENANTS AND AGREEMENTS. EACH GRANTOR HEREBY COVENANTS AND AGREES
THAT:
(I)
IN THE EVENT IT ACQUIRES RIGHTS IN ANY INVESTMENT RELATED
PROPERTY AFTER THE DATE HEREOF, IT SHALL DELIVER TO THE COLLATERAL AGENT, NO
LESS FREQUENTLY THAN ON A
12
QUARTERLY BASIS OR AS OTHERWISE EXPRESSLY REQUIRED BY THE CREDIT AGREEMENT, A
COMPLETED PLEDGE SUPPLEMENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED
HERETO, TOGETHER WITH ALL SUPPLEMENTS TO SCHEDULES THERETO, REFLECTING SUCH NEW
INVESTMENT RELATED PROPERTY AND ALL OTHER INVESTMENT RELATED PROPERTY.
NOTWITHSTANDING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT THE SECURITY
INTEREST OF THE COLLATERAL AGENT SHALL ATTACH TO ALL INVESTMENT RELATED PROPERTY
IMMEDIATELY UPON ANY GRANTOR'S ACQUISITION OF RIGHTS THEREIN AND SHALL NOT BE
AFFECTED BY THE FAILURE OF ANY GRANTOR TO DELIVER A SUPPLEMENT TO SCHEDULE 4.05
AS REQUIRED HEREBY;
(II)
EXCEPT AS PROVIDED IN THE NEXT SENTENCE, IN THE EVENT SUCH
GRANTOR RECEIVES ANY DIVIDENDS, INTEREST OR DISTRIBUTIONS ON ANY INVESTMENT
RELATED PROPERTY, OR ANY SECURITIES OR OTHER PROPERTY UPON THE MERGER,
CONSOLIDATION, LIQUIDATION OR DISSOLUTION OF ANY ISSUER OF ANY INVESTMENT
RELATED 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 PROMPTLY TAKE ALL STEPS, IF
ANY, REASONABLY REQUESTED BY THE COLLATERAL AGENT TO ENSURE THE VALIDITY,
PERFECTION, PRIORITY AND, IF APPLICABLE, CONTROL OF THE COLLATERAL AGENT OVER
SUCH INVESTMENT RELATED 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, DISTRIBUTIONS, SECURITIES OR OTHER PROPERTY FROM ALL OTHER
PROPERTY OF SUCH GRANTOR. NOTWITHSTANDING THE FOREGOING, SO LONG AS NO EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE COLLATERAL 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 INTEREST;
(III)
EACH GRANTOR CONSENTS TO THE GRANT BY EACH OTHER GRANTOR TO THE
COLLATERAL AGENT OF A SECURITY INTEREST IN ALL INVESTMENT RELATED PROPERTY.
(B)
DELIVERY AND CONTROL.
(I)
EACH GRANTOR AGREES THAT WITH RESPECT TO ANY INVESTMENT RELATED
PROPERTY IN WHICH IT CURRENTLY HAS RIGHTS IT SHALL COMPLY WITH THE PROVISIONS OF
THIS SECTION 4.04(B) ON OR BEFORE THE CREDIT DATE AND WITH RESPECT TO ANY
INVESTMENT RELATED PROPERTY HEREAFTER ACQUIRED BY SUCH GRANTOR IT SHALL COMPLY
WITH THE PROVISIONS OF