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 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,
13
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, SUBJECT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, 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 CLOSING DATE AND
WITH RESPECT TO ANY INVESTMENT RELATED PROPERTY HEREAFTER ACQUIRED BY SUCH
GRANTOR IT SHALL COMPLY WITH THE PROVISIONS OF THIS SECTION 4.04(B) PROMPTLY
AFTER ACQUIRING RIGHTS THEREIN, IN EACH CASE IN