Common use of Security Interest in Investments Clause in Contracts

Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment for the ratable benefit of the Secured Parties. As set forth in Section 11.02 of the Indenture, on the date of this Agreement, and on each anniversary thereof unless the balance of the Available Funds (as defined below) shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture that the Trustee, for the ratable benefit of the Secured Parties, has a first priority, perfected security interest in the funds and securities held in the Escrow Account. As used herein, “Available Funds” shall mean (A) the sum of (i) the Initial Escrow Amount and any funds deposited pursuant to Section 1(a)(B) and (ii) interest earned on the funds in the Escrow Account (including holdings of U.S. Government Securities), less (B) the aggregate disbursements previously made pursuant to this Agreement.

Security Interest in Investments. No investment of funds in the Escrow Account shall be made unless the Company has certified to the Escrow Agent and the Trustee that, upon such investment, the Trustee will have a first priority perfected security interest in the applicable investment for the ratable benefit of the Secured Parties. As set forth in Section 11.02 of the Indenture, on the date of this Agreement, and on each anniversary thereof unless the balance of the Available Funds (as defined below) shall have been reduced to zero, each of the Trustee and the Escrow Agent shall receive an Opinion of Counsel, dated each such date as applicable, which opinion shall meet the requirements of Section 314(b) of the Trust Indenture Act of 1939, as amended, and shall otherwise comply with the Indenture Indenture, that the Trustee, for the ratable benefit of the Secured Parties, has a first priority, perfected security interest in the funds and securities held in the Escrow Account. As used herein, “Available Funds” shall mean (A) the sum of (i) the Initial Escrow Amount and any funds deposited pursuant to Section 1(a)(B) and (ii) interest earned on the funds in the Escrow Account (including holdings of U.S. Government Securities), less (B) the aggregate disbursements previously made pursuant to this Agreement.