Common use of Lender Indebtedness Secured Clause in Contracts

Lender Indebtedness Secured. As of the Effective Date, and, subject to Section 5.02, at all times thereafter, the Lender Indebtedness and the other obligations described in the Intercreditor Agreement shall be secured by perfected, first priority Liens on and encumbering (a) all accounts receivable and inventory (other than the Excluded Collateral) of the Borrower and its Material Subsidiaries party to the Security Agreements, whether now owned or hereafter acquired and wherever located, and (b) all of the issued and outstanding Equity owned by the Borrower and its Subsidiaries of each existing and future Material Subsidiary. In furtherance of the foregoing, the Borrower hereby agrees to execute and deliver (and to cause any other appropriate Person to execute and deliver) to the Administrative Agent and/or the Collateral Agent for the benefit of the Lenders and the Creditors (as defined in the Intercreditor Agreement), promptly upon request by the Administrative Agent and/or the Collateral Agent, such Security Instruments and other documents, instruments, agreements and certificates, as the Administrative Agent and/or the Collateral Agent shall deem necessary or appropriate in its or their sole discretion to create, evidence and perfect the Liens contemplated by this Section 5.01. The Borrower hereby consents and authorizes the Administrative Agent and the Collateral Agent, and their agents, successors and assigns, to file any and all necessary financing statements under the UCC, amendments, "in lieu" filings or assignments or continuation statements as necessary from time to time (in the Administrative Agent's and Collateral Agent's discretion) to perfect or continue perfection of the Liens granted pursuant to the Loan Documents.

Lender Indebtedness Secured. As of the Effective Date, and, subject to Section 5.02, and at all times thereafterthereafter when the ratings established by S&P and Moody's for the Index Debt (the "Index Debt Ratings") are at a level (xx xxxablished in accordance with the terms of this Section 5.01) equal to or below the Security Threshold Rating Level, the Lender Indebtedness and the other obligations described in the Intercreditor Agreement shall be secured by perfected, first priority Liens on and encumbering (a) all accounts receivable and inventory (other than the Excluded Collateral) of the Borrower and its Material Subsidiaries party to the Security Agreements, whether now owned or hereafter acquired and wherever located, and (b) all of the issued and outstanding Equity owned by the Borrower and its Subsidiaries of each existing and future Material Subsidiary. In furtherance of the foregoing, the Borrower hereby agrees to execute and deliver (and to cause any other appropriate Person to execute and deliver) to the Administrative Agent and/or the Collateral Agent for the benefit of the Lenders and the Creditors (as defined in the Intercreditor Agreement), promptly upon request by the Administrative Agent and/or the Collateral Agent, such Security Instruments and other documents, instruments, agreements and certificates, as the Administrative Agent and/or the Collateral Agent shall deem necessary or appropriate in its or their sole discretion to create, evidence and perfect the Liens contemplated by this Section 5.01. The Borrower hereby consents and authorizes the Administrative Agent and the Collateral Agent, and their agents, successors and assigns, to file any and all necessary financing statements under the UCC, amendments, "in lieu" filings or assignments or continuation statements as necessary from time to time (in the Administrative Agent's and Collateral Agent's discretion) to perfect or continue perfection of the Liens granted pursuant to the Loan Documents. For purposes of this Article V, (i) if either S&P or Moody's shall not have in effect an Index Debt Rating (other than by xxxxxx of the circumstances referred to in the last sentence of this Section 5.01), then such rating agency shall be deemed to have established an Index Debt Rating below the Security Threshold Rating Level, and (ii) if the Index Debt Ratings established or deemed to have been established by S&P and Moody's shall be changed (other than as a result of a change in the rxxxxx xystem of S&P or Moody's), such change shall be effective as of the date on which it ix xxxxx announced by the applicable rating agency. If the rating system of S&P or Moody's shall change, or if either such rating agency shall cease to xx xx xhe business of rating corporate or subordinated debt obligations (as applicable), the Borrower and the Lenders shall negotiate in good faith to amend this Article V to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the provisions of this Article V shall be construed and determined by reference to the rating most recently in effect prior to such change or cessation.

Lender Indebtedness Secured. As of the Effective Date, and, subject to Section 5.02, and at all times thereafterthereafter when the ratings established by S&P and Moody's for the Index Debt (the "Index Debt Ratings") are at a level (xx xxtablished in accordance with the terms of this Section 5.01) equal to or below the Security Threshold Rating Level, the Lender Indebtedness and the other obligations described in the Intercreditor Agreement shall be secured by perfected, first priority Liens on and encumbering (a) all accounts receivable and inventory (other than the Excluded Collateral) of the Borrower and its Material Subsidiaries party to the Security Agreements, whether now owned or hereafter acquired and wherever located, and (b) all of the issued and outstanding Equity owned by the Borrower and its Subsidiaries of each existing and future Material Subsidiary. In furtherance of the foregoing, the Borrower hereby agrees to execute and deliver (and to cause any other appropriate Person to execute and deliver) to the Administrative Agent and/or the Collateral Agent for the benefit of the Lenders and the Creditors (as defined in the Intercreditor Agreement), promptly upon request by the Administrative Agent and/or the Collateral Agent, such Security Instruments and other documents, instruments, agreements and certificates, as the Administrative Agent and/or the Collateral Agent shall deem necessary or appropriate in its or their sole discretion to create, evidence and perfect the Liens contemplated by this Section 5.01. The Borrower hereby consents and authorizes the Administrative Agent and the Collateral Agent, and their agents, successors and assigns, to file any and all necessary financing statements under the UCC, amendments, "in lieu" filings or assignments or continuation statements as necessary from time to time (in the Administrative Agent's and Collateral Agent's discretion) to perfect or continue perfection of the Liens granted pursuant to the Loan Documents. For purposes of this Article V, (i) if either S&P or Moody's shall not have in effect an Index Debt Rating (other than by xxxxxx of the circumstances referred to in the last sentence of this Section 5.01), then such rating agency shall be deemed to have established an Index Debt Rating below the Security Threshold Rating Level, and (ii) if the Index Debt Ratings established or deemed to have been established by S&P and Moody's shall be changed (other than as a result of a change in the xxxxxx system of S&P or Moody's), such change shall be effective as of the date on which it xx xxxxt announced by the applicable rating agency. If the rating system of S&P or Moody's shall change, or if either such rating agency shall cease to xx xx the business of rating corporate or subordinated debt obligations (as applicable), the Borrower and the Lenders shall negotiate in good faith to amend this Article V to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the provisions of this Article V shall be construed and determined by reference to the rating most recently in effect prior to such change or cessation.