Common use of Collateral and Guaranties Clause in Contracts

Collateral and Guaranties. Subject to Section 5.17, Holdings and the Borrower shall ensure that the Obligations shall at all times be (a) guaranteed by Holdings and each Subsidiary (other than any Excluded Subsidiary) pursuant to the terms and conditions set out in the Guaranty or in such other guarantee in form and substance reasonably acceptable to the Administrative Agent and (b) secured by a perfected, first-priority (in compliance with the terms provided for by the relevant Security Documents) Lien (except for, other than in the case of Equity Interests, Liens permitted by Section 6.02 and except for, in the case of assets consisting of Equity Interests, Permitted Equity Collateral Liens) in favor of the Collateral Agent, for the benefit of the holders of such Obligations (and any other persons permitted to be so secured by the terms of the applicable Security Documents and that are so secured thereunder) on all (i) the Equity Interests issued by the Borrower, (ii) the Equity Interests issued by each Guarantor (other than Holdings) directly held by any other Loan Party and (iii) all other tangible and intangible personal property of the Loan Parties (including accounts receivable, inventory, equipment, general intangibles (including contract rights and Management Agreements), investment property, Intellectual Property, material intercompany notes and proceeds of the foregoing), in each case excluding the Excluded Assets and subject to the Excluded Actions.