Common use of Proportionate Interest in any Collateral Clause in Contracts

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the Banks, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the Banks' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a Bank) and subject to the application of payments in accordance with Section 9.2(d), each Bank shall have an interest in the Banks' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks, except that Obligations owed to any Bank ------ under a Secured Swap Agreement shall be secured on a pari passu basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Managing Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Managing Agent. Subject to the Administrative Managing Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- INCLUDING reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Managing Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d10.2(D), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except EXCEPT that Obligations owed to any Bank ------ Lender (or Affiliate of a Lender) under a Secured Swap Agreement shall be secured on a pari PARI passu basis with all ---------- other Obligations up to an amount equal to the Administrative Managing Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The Administrative ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional ---------- services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d), each Bank Lender shall ------ have an interest in the BanksLenders' ------ interest in the Collateral such collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except that Obligations owed to any Bank ------ Lender under a Secured Swap Interest Rate ------ Protection Agreement shall be secured on a pari passu basis with all ---------- other ---- ----- Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Interest Rate Protection Agreements times the notional amount of Indebtedness covered by such Secured Swap Interest Rate Protection Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of 108 attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d12.2(d), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except that Obligations owed to any Bank ------ Lender (or Affiliate of a Lender) under a Secured Swap Agreement shall be secured on a pari passu basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- INCLUDING reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d9.2(e), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except EXCEPT that Obligations owed to any Bank ------ Lender under a Secured Swap Agreement shall be secured on a pari passu PARI PASSU basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except that Obligations owed to any Bank ------ Lender under a Secured Related Swap Agreement shall be secured on a an equal, ratable and pari passu basis with all ---------- other Obligations up to in an amount equal to (i) the marked to market exposure under the ISDA Master Agreement covering the Related Swap Agreement, or (ii) if not governed by an ISDA Master Agreement, an amount equal the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Related Swap Agreement and and, in each case shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankAttorney Costs) and subject to the application of payments in accordance with Section 9.2(d), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except that Obligations owed to any Bank ------ Lender under a Secured Related Swap Agreement shall be secured on a an equal, ratable and pari passu basis with all ---------- other Obligations up to in an amount equal to (i) the marked to market exposure under the ISDA Master Agreement covering the Related Swap Agreement, or (ii) if not governed by an ISDA Master Agreement, an amount equal the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Related Swap Agreement and and, in each case shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The Administrative ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d9.2(e), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except that ------ Obligations owed to any Bank ------ Lender under a Secured Swap Agreement shall be secured on a pari passu basis with all ---------- other Obligations up to an amount equal to the ---- ----- Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The Administrative ---------------------------------------- Administrative Agent, on behalf of all the Banks, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the Banks' rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a Bank) and subject to the application of payments in accordance with Section 9.2(d), each Bank shall have an interest in the Banks' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks, except that ------ Obligations owed to any Bank ------ under a Secured Swap Agreement shall be secured on a pari passu basis with all ---------- other Obligations up to an amount equal to the ---- ----- Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's ’s and the Banks' Lenders’ rights to reimbursement for their costs and expenses hereunder (including --------- reasonable attorneys' ’ fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d10.2(d), each Bank Lender shall have an interest in the Banks' ------ Lenders’ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except that Obligations owed to any Bank ------ Lender (or Affiliate of a Lender) under a Secured Swap Agreement shall be secured on a pari passu basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's ’s then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- INCLUDING reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d12.2(D), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except EXCEPT that Obligations owed to any Bank ------ Lender (or Affiliate of a Lender) under a Secured Swap Agreement shall be secured on a pari passu PARI PASSU basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- INCLUDING reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d12.2(d), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except EXCEPT that Obligations owed to any Bank ------ Lender (or Affiliate of a Lender) under a Secured Swap Agreement shall be secured on a pari passu PARI PASSU basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

Proportionate Interest in any Collateral. The ---------------------------------------- Administrative Agent, on behalf of all the BanksLenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the BanksLenders' rights to reimbursement for their costs and expenses hereunder (including --------- INCLUDING reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a BankLender) and subject to the application of payments in accordance with Section 9.2(d), each Bank Lender shall have an interest in the BanksLenders' ------ interest in the Collateral any collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the BanksLenders, without priority or preference among the BanksLenders, except EXCEPT that Obligations owed to any Bank ------ Lender under a Secured Swap Agreement shall be secured on a pari passu PARI PASSU basis with all ---------- other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.