Covenant Upon a Change in Control. Within 90 days after the occurrence of a Change in Control, the Parent shall formally request a rating for the Index Debt from both S&P and Xxxxx’x. If the higher of such two ratings is BB+ or lower by S&P or Ba1 or lower by Xxxxx’x, then the Parent shall deposit in the Cash Collateral Account (or pledge to the Administrative Agent for the benefit of the Lender Parties) (a) if the higher of such two ratings is BB+ by S&P or Ba1 by Xxxxx’x, an amount of Cash Collateral equal to 50% of the total Credit Exposures from time to time outstanding; and (b) if the higher of such two ratings is below BB+ by S&P or Ba1 by Xxxxx’x, an amount of Cash Collateral equal to 100% of the total Credit Exposures from time to time outstanding; provided that (i) if the Parent fails to obtain at least one such rating from S&P or Xxxxx’x within 90 days after the occurrence of a Change in Control, then the Parent shall on the date that is not later than 90 days after such Change in Control (until such time as at least one such rating is so obtained) be required to deposit collateral pursuant to clause (b) above; and (ii) if at any time any such rating is BBB- or above by S&P or Baa3 or above by Xxxxx’x, then the Parent shall have no further obligation to post or maintain Cash Collateral under this Section 5.09 (even if at any time thereafter such rating is withdrawn or falls below BBB- by S&P or Baa3 by Xxxxx’x) until such future time, if any, as would be required under this Section 5.09 as a result of a subsequent Change in Control. Any such Cash Collateral shall be released only if permitted and requested pursuant to Section 2.05(j)(iii).
Covenant Upon a Change in Control. Within 90 days after the occurrence of a Change in Control, the Borrower shall formally request a rating for the Index Debt from both S&P and Xxxxx’x. If the higher of such two ratings is BB+ or lower by S&P or Ba1 or lower by Xxxxx’x, then the Borrower shall deposit in the Cash Collateral Account (or pledge to the Administrative Agent for the benefit of the Lender Parties) (a) if the higher of such two ratings is BB+ by S&P or Ba1 by Xxxxx’x, an amount of Cash Collateral equal to 50% of the total Credit Exposures from time to time outstanding; and (b) if the higher of such two ratings is below BB+ by S&P or Ba1 by Xxxxx’x, an amount of Cash Collateral equal to 100% of the total Credit Exposures from time to time outstanding; provided that (i) if the Borrower fails to obtain at least one such rating from S&P or Xxxxx’x within 90 days after the occurrence of a Change in Control, then the Borrower shall on the date that is not later than 90 days after such Change in Control (until such time as at least one such rating is so obtained) be required to deposit collateral pursuant to clause (b) above; and (ii) if at any time any such rating is BBB- or above by S&P or Baa3 or above by Xxxxx’x, then the Borrower shall have no further obligation to post or maintain Cash Collateral under this Section 5.09 (even if at any time thereafter such rating is withdrawn or falls below BBB- by S&P or Baa3 by Xxxxx’x) until such future time, if any, as would be required under this Section 5.09 as a result of a subsequent Change in Control. Any such Cash Collateral shall be released only if permitted and requested pursuant to Section 2.05(j)(iii).
Covenant Upon a Change in Control. Within 90 days after the occurrence of a Change in Control, the Borrower shall formally request a rating for the Index Debt from both S&P and Mxxxx’x. If the higher of such two ratings is BBB- or lower by S&P or Baa3 or lower by Mxxxx’x, then the Borrower shall deposit in an account with, or pledge for the benefit of, the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, as collateral security for the prompt and complete payment when due and performance of the obligations of the Borrower under this Agreement, (a) if the higher of such two ratings is BBB- by S&P or Baa3 by Mxxxx’x, an amount in cash (or such other property as the Administrative Agent and the Required Lenders may agree to in their sole discretion) equal to 50% of the total Credit Exposures from time to time outstanding; and (b) if the higher of such two ratings is below BBB- by S&P or Baa3 by Mxxxx’x, an amount in cash (or such other property as the Administrative Agent and the Required Lenders may agree to in their sole discretion) equal to 100% of the total Credit Exposures from time to time outstanding; provided that (i) if the Borrower fails to obtain at least one such rating from S&P or Mxxxx’x within 90 days after the occurrence of a Change in Control, then the Borrower shall on the date that is not later than 90 days after such Change in Control (until such time as at least one such rating is so obtained) be required to deposit collateral pursuant to clause (b) above; and (ii) if at any time any such rating is BBB or above by S&P or Baa2 or above by Mxxxx’x, then the Borrower shall have no further obligation to post collateral under this Section (even if at any time thereafter such rating is withdrawn or falls below BBB by S&P or Baa2 by Mxxxx’x). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made, upon the direction of the Borrower, in one or more Permitted Investments, at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall return any amount of collateral deposited by the...
