Common use of Collateral Sharing Clause in Contracts

Collateral Sharing. All Liens granted under the Security Documents shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Agent and the Lenders hereunder and (ii) the Obligations incurred by any of the Loan Parties in favor of any Lender or any Affiliate or any Subsidiary thereof, which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other Lender-Provided Financial Service Product (the “TM Provider”), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretion. The Agent under the Security Documents shall be deemed to serve as the collateral agent (the “Collateral Agent”) for the IRH Provider, the CH Provider, the TM Provider and the Lenders hereunder, provided, that the Collateral Agent shall comply with the instructions and directions of the Agent (or the Lenders under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders to direct the Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

Collateral Sharing. All Liens granted under the Security Collateral Documents and any other Loan Document shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties (a) under any Bank-Provided Hedge or any Bank-Provided Foreign Currency Hedge, in each case, in favor of (1) any Lender Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency Hedge, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate or of any Subsidiary thereof, Bank) which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other LenderBank-Provided Financial Service 126 Product (collectively such Persons described in clauses (a) and (b), the “TM ProviderIRH Providers”), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as and (iii) the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretionBBH Obligations. The Administrative Agent under the Security Collateral Documents shall be deemed to serve as the collateral agent (the “Collateral Agent”) for Xxxxx Brothers Xxxxxxxx & Co. (solely with respect to the Collateral granted for the benefit of Xxxxx Brothers Xxxxxxxx & Co. pursuant to the Guarantee and Collateral Agreement, and subject to the Collateral Agency Agreement), the IRH Provider, the CH Provider, the TM Provider Providers and the Lenders Banks hereunder, provided, ; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders Banks under this Agreement to the extent that this Agreement or any other Loan Documents Document empowers the Lenders Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

Collateral Sharing. All Liens granted under the Security Collateral Documents and any other Loan Document shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties (a) under any Bank-Provided Hedge or any Bank-Provided Foreign Currency Hedge, in each case, in favor of (1) any Lender Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency Hedge, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate or of any Subsidiary thereof, Bank) which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other LenderBank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “TM ProviderIRH Providers”), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as and (iii) the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretionBBH Obligations. The Administrative Agent under the Security Collateral Documents shall be deemed to serve as the collateral agent (the “Collateral Agent”) for Xxxxx Brothers Xxxxxxxx & Co. (solely with respect to the Collateral granted for the benefit of Xxxxx Brothers Xxxxxxxx & Co. pursuant to the Guarantee and Collateral Agreement, and subject to the Collateral Agency Agreement), the IRH Provider, the CH Provider, the TM Provider Providers and the Lenders Banks hereunder, provided, ; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders Banks under this Agreement to the extent that this Agreement or any other Loan Documents Document empowers the Lenders Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

Collateral Sharing. All Liens granted under the Security Collateral Documents and any other Loan Document shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties (a) under any Bank-Provided Hedge or any Bank-Provided Foreign Currency Hedge, in each case, in favor of (1) any Lender Person which at the time it provided such Bank-Provided Hedge or such NAI-0000000000v6 Bank-Provided Foreign Currency Hedge, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate or of any Subsidiary thereof, Bank) which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other LenderBank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “TM ProviderIRH Providers”), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretion. The Administrative Agent under the Security Collateral Documents shall be deemed to serve as the collateral agent (the “Collateral Agent”) for the IRH Provider, the CH Provider, the TM Provider Providers and the Lenders Banks hereunder, provided, ; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders Banks under this Agreement to the extent that this Agreement or any other Loan Documents Document empowers the Lenders Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.

Collateral Sharing. All Liens granted under the Security Documents Agreement, the Patent Trademark and Copyright Security Agreement, the Pledge Agreement and any other Loan Document (the "Collateral Documents") shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders hereunder hereunder, and (ii) the Obligations incurred by any of the Loan Parties in favor of any Lender Lender, or any Affiliate or of any Subsidiary thereofLender, which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) Hedge, a Lender-Provided Treasury Arrangement or a Lender-Provided Commodity Hedge Credit Arrangement (the “CH "Hedge/Treasury/Credit Provider”) or an Other Lender-Provided Financial Service Product (the “TM Provider”"), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretion. The Administrative Agent under the Security Collateral Documents shall be deemed to serve and is appointed as the collateral agent (the “Collateral Agent”) for the IRH Provider, the CH Provider, the TM Hedge/Treasury/Credit Provider and the Lenders hereunder, provided, provided that the Collateral Administrative Agent shall comply with the instructions and directions of the Agent (or the Lenders under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No IRH Provider or CH Provider or TM Hedge/Treasury/Credit Provider (except in its capacity as a Lender hereunder) shall be entitled or have the power to direct or instruct the Collateral Administrative Agent on any such all matters relating to the Collateral, including the maintenance and disposition thereof or to control or direct in any manner the maintenance or disposition of the Collateral.

Collateral Sharing. All Liens granted under the Security Collateral Documents and any other Loan Document shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties (a) under any Bank-Provided Hedge or any Bank-Provided Foreign Currency Hedge, in each case, in favor of (1) any Lender Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency Hedge, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate or of any Subsidiary thereof, Bank) which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other LenderBank-Provided Financial Service Product (the “TM Provider”collectively such Persons described in clauses (a) and (b), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an the "IRH ProviderProviders"), a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as and (iii) the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretionBBH Obligations. The Administrative Agent under the Security Collateral Documents shall be deemed to serve as the collateral agent (the “"Collateral Agent”") for Xxxxx Brothers Xxxxxxxx & Co. (solely with respect to the Collateral granted for the benefit of Xxxxx Brothers Xxxxxxxx & Co. pursuant to the Guarantee and Collateral Agreement, and subject to the Collateral Agency Agreement), the IRH Provider, the CH Provider, the TM Provider Providers and the Lenders Banks hereunder, provided, ; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders Banks under this Agreement to the extent that this Agreement or any other Loan Documents Document empowers the Lenders Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.. 119

Collateral Sharing. All Liens granted under any Loan Document (the Security Documents "Collateral Documents") shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Agent and the Lenders hereunder and Banks hereunder, (ii) the Obligations incurred by any of the Loan Parties in favor of any Lender or any Affiliate or any Subsidiary thereof, Bank which provides a LenderBank-Provided Interest Rate Hedge (the “"IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other Lender-Provided Financial Service Product (the “TM Provider”"), and (iii) the Obligations incurred by any of the Loan Parties in favor of Bank of America (but only if it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as Bank hereunder) ("Bank of America") under the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretionB of A/Glenborough Letter of Credit. The Agent under the Security Collateral Documents shall be deemed to serve as the collateral agent (the “"Collateral Agent”") for the IRH Provider, Bank of America (but only if it is a Bank hereunder and only as it relates to Obligations incurred by the CH Provider, Loan Parties in favor of Bank of America under the TM Provider B of A/Glenborough Letter of Credit) and the Lenders Banks hereunder, provided, provided that the Collateral Agent shall comply with the instructions and directions of the Agent (or the Lenders Banks under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders Banks to direct the Agent), as to all matters relating to the Collateralcollateral under the Collateral Documents, including the maintenance and disposition thereof. No IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateralcollateral under the Collateral Documents. Bank of America (except in its capacity as a Bank hereunder) shall not be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the collateral under the Collateral Documents.

Collateral Sharing. All Liens granted under the Security Documents Agreement, the Patent Trademark and Copyright Security Agreement, the Pledge Agreement, the Collateral Assignment of Contract Rights and any other Loan Document (the “Collateral Documents”) shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders hereunder and hereunder, (ii) the Obligations incurred by any of the Loan Parties in favor of any Lender Lender, or any Affiliate or of any Subsidiary thereofLender, which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) Hedge, a Lender-Provided Treasury Arrangement or a Lender-Provided Commodity Hedge Credit Arrangement (the “CH Provider”) or an Other Lender-Provided Financial Service Product (the “TM Hedge/Treasury/Credit Provider”), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an IRH Provider, a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable (iii) prior to the Agent in its sole discretion2009 Senior Note Redemption, the holders of the 2009 Notes. The Collateral Agent under the Security Collateral Documents shall be deemed to serve and is appointed as the collateral agent (the “Collateral Agent”) for the IRH Provider, the CH Provider, the TM Hedge/Treasury/Credit Provider and the Lenders hereunder, providedprovided that subject to the terms and conditions of the Collateral Trust Agreement, that if applicable, the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No IRH Provider or CH Provider or TM Hedge/Treasury/Credit Provider (except in its capacity as a Lender hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such all matters relating to the Collateral, including the maintenance and disposition thereof or to control or direct in any manner the maintenance or disposition of the Collateral.

Collateral Sharing. All Liens granted under the Security Collateral Documents and any other Loan Document shall secure ratably and on a pari passu basis (i) the Obligations in favor of the Administrative Agent and the Lenders Banks hereunder and (ii) the Obligations incurred by any of the Loan Parties (a) under any Bank-Provided Hedge or any Bank-Provided Foreign Currency Hedge, in each case, in favor of (1) any Lender Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency Hedge, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate or of any Subsidiary thereof, Bank) which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) or a Lender-Provided Commodity Hedge (the “CH Provider”) or an Other LenderBank-Provided Financial Service Product (the “TM Provider”collectively such Persons described in clauses (a) and (b), it being understood that any Lender or Affiliate or Subsidiary thereof that is either an the "IRH ProviderProviders"), a CH Provider or a TM Provider shall continue to be an IRH Provider, a CH Provider or a TM Provider, as and (iii) the case may be, after such Lender ceases to be a Lender under this Agreement with respect to any Lender-Provided Interest Rate Hedge, Lender-Provided Commodity Hedge or Other Lender-Provided Financial Service Product that is entered into while such Lender was a Lender hereunder, if such former Lender or its relevant Affiliate or Subsidiary, as applicable enters into a collateral agency agreement with the Agent in form and substance acceptable to the Agent in its sole discretionBBH Obligations. The Administrative Agent under the Security Collateral Documents shall be deemed to serve as the collateral agent (the “"Collateral Agent”") for Xxxxx Brothers Xxxxxxxx & Co. (solely with respect to the Collateral granted for the benefit of Xxxxx Brothers Xxxxxxxx & Co. pursuant to the Guarantee and Collateral Agreement, and subject to the Collateral Agency 121 Agreement), the IRH Provider, the CH Provider, the TM Provider Providers and the Lenders Banks hereunder, provided, ; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Lenders Banks under this Agreement to the extent that this Agreement or any other Loan Documents Document empowers the Lenders Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider or CH Provider or TM Provider (except in its capacity as a Lender Bank hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.