Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides an Other Bank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “IRH Providers”), and (iii) the BBH Obligations. The Administrative Agent under the 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 Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider (except in its capacity as a 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.
Appears in 4 contracts
Samples: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)
Collateral Sharing. All Liens granted under the Collateral Security 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 Banks Lenders 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 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 (Lender or any Affiliate of or any Bank) 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 BankLender-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “IRH ProvidersTM 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 (iii) substance acceptable to the BBH ObligationsAgent in its sole discretion. The Administrative Agent under the Collateral Security 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)IRH Provider, the IRH Providers CH Provider, the TM Provider and the Banks Lenders hereunder; provided , provided, that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks Lenders under this Agreement to the extent that this Agreement or any other Loan Document Documents empowers the Banks Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any No IRH Provider or CH Provider or TM Provider (except in its capacity as a Bank 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.
Appears in 3 contracts
Samples: Revolving Credit Facility (Penn Virginia Resource Partners L P), Revolving Credit Facility (Penn Virginia Resource Partners L P), Revolving Credit Facility (Penn Virginia Resource Partners L P)
Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides an Other Bank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “"IRH Providers”"), and (iii) the BBH Obligations. The Administrative Agent under the 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 Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider (except in its capacity as a 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.
Appears in 3 contracts
Samples: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)
Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides a Bank-Provided Hedge or an Other Bank-Bank Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “"IRH Providers”Provider"), and (iii) the BBH Obligations. The Administrative Agent under the 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 AgreementAgreement and the Mortgages, and subject to the Collateral Agency Agreement), the IRH Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider (except in its capacity as a 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.
Appears in 1 contract
Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides an Other Bank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “IRH Providers”), and (iii) the BBH Obligations. The Administrative Agent under the 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 Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any No IRH Provider (except in its capacity as a 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.
Appears in 1 contract
Samples: Credit Agreement (Triumph Group Inc)
Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides a Bank-Provided Hedge or an Other Bank-Bank Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “IRH ProvidersProvider”), and (iii) the BBH Obligations. The Administrative Agent under the Collateral Documents shall be deemed to serve as the collateral agent (the “Collateral Agent”) for Xxxxx Bxxxx Brothers Xxxxxxxx Hxxxxxxx & Co. (solely with respect to the Collateral granted for the benefit of Xxxxx Bxxxx Brothers Xxxxxxxx Hxxxxxxx & Co. pursuant to the Guarantee and Collateral AgreementAgreement and the Mortgages, and subject to the Collateral Agency Agreement), the IRH Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Bxxxx Brothers Xxxxxxxx Hxxxxxxx & Co. nor any IRH Provider (except in its capacity as a 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.”
(n) Section 10.11.1 [Successors; Assignments] is amended by adding the following sentence at the end thereof: “Notwithstanding anything to the contrary provided in this Section, to the extent TGI’s consent is required for any assignment by a Bank, such consent shall be deemed given unless TGI shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.”
Appears in 1 contract
Samples: Credit Agreement (Triumph Group Inc)
Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides an Other Bank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “IRH Providers”), and (iii) the BBH Obligations. The Administrative Agent under the 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 Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any No IRH Provider (except in its capacity as a 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.
Appears in 1 contract
Samples: Credit Agreement (Triumph Group Inc)
Collateral Sharing. All Liens granted under the Security Agreement, the Patent Trademark and Copyright Security Agreement, the Pledge Agreement, the Collateral Documents 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 Banks hereunder and Lenders hereunder, (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 Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency HedgeLender, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate of any Bank) Lender, which provides an Other Banka Lender-Provided Financial Service Product Hedge, a Lender-Provided Treasury Arrangement or a Lender-Provided Credit Arrangement (collectively such Persons described in clauses (a) and (b), the “IRH ProvidersHedge/Treasury/Credit Provider”), and (iii) prior to the BBH Obligations2009 Senior Note Redemption, the holders of the 2009 Notes. The Administrative Collateral Agent under the Collateral Documents shall be deemed to serve and is appointed 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 Hedge/Treasury/Credit Provider and the Guarantee and Collateral AgreementLenders hereunder, and provided that subject to the terms and conditions of the Collateral Agency Trust Agreement), the IRH Providers and the Banks hereunder; provided that if applicable, the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks Lenders under this Agreement to the extent that this Agreement or any other Loan Document Documents empowers the Banks Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH No Hedge/Treasury/Credit Provider (except in its capacity as a Bank 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.
Appears in 1 contract
Collateral Sharing. All Liens granted under the Collateral Documents Security 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 Banks hereunder Lenders 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 Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency HedgeLender, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate of any Bank) Lender, which provides an Other Banka Lender-Provided Financial Service Product Hedge, a Lender-Provided Treasury Arrangement or a Lender-Provided Credit Arrangement (collectively such Persons described in clauses (a) and (b), the “IRH ProvidersHedge/Treasury/Credit Provider”), and (iii) the BBH Obligations. The Administrative Agent under the Collateral Documents shall be deemed to serve and is appointed 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 Providers Hedge/Treasury/Credit Provider and the Banks Lenders hereunder; , provided that the Collateral Administrative Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks Lenders under this Agreement to the extent that this Agreement or any other Loan Document Documents empowers the Banks Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH No Hedge/Treasury/Credit Provider (except in its capacity as a Bank 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.
Appears in 1 contract
Collateral Sharing. All Upon the occurrence of a Security Event, all Liens granted under the Collateral Documents and any other a 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 Banks Lenders 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 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 (Lender or any Affiliate of or any Bank) Subsidiary thereof, which provides an Other Banka Lender-Provided Financial Service Product Interest Rate Hedge (collectively such Persons described in clauses (a) and (b), the “IRH ProvidersProvider”) or a Lender-Provided Commodity Hedge (the “CH Provider”), provided, however, that the provisions contained in this Section 9.2.5.2, shall in no way supercede, and (iii) are not intended to obviate, the BBH Obligationssharing provisions between the Lenders and the holders of the senior notes under the Note Purchase Agreement, pursuant to Section 8.1.13 hereof. The Administrative Agent under the 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 IRH Provider, the benefit of Xxxxx Brothers Xxxxxxxx & Co. pursuant to the Guarantee and Collateral AgreementCH Provider, and subject to the Collateral Agency Agreement)Lenders hereunder, the IRH Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks Lenders under this Agreement to the extent that this Agreement or any other Loan Document Documents empowers the Banks Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any No IRH Provider or CH Provider (except in its capacity as a Bank 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.
Appears in 1 contract
Samples: Credit Agreement (Penn Virginia Resource Partners L P)
Collateral Sharing. All Liens granted under the 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 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 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 of any Bank) which provides a Bank-Provided Hedge or an Other Bank-Bank Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “IRH ProvidersProvider”), and (iii) the BBH Obligations. The Administrative Agent under the 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 AgreementAgreement and the Mortgages, and subject to the Collateral Agency Agreement), the IRH Providers and the Banks hereunder; provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH Provider (except in its capacity as a 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.
Appears in 1 contract
Samples: Credit Agreement (Triumph Group Inc)
Collateral Sharing. All Liens granted under the Collateral Documents Security 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 Banks hereunder Lenders 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 Person which at the time it provided such Bank-Provided Hedge or such Bank-Provided Foreign Currency HedgeLender, was a Bank (or an Affiliate thereof), or (b) in favor of a Bank (or any Affiliate of any Bank) Lender, which provides an Other Banka Lender-Provided Financial Service Product Hedge, a Lender-Provided Treasury Arrangement or a Lender-Provided Credit Arrangement (collectively such Persons described in clauses (a) and (bthe "Hedge/Treasury/Credit Provider"), the “IRH Providers”), and (iii) the BBH Obligations. The Administrative Agent under the Collateral Documents shall be deemed to serve and is appointed 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 Providers Hedge/Treasury/Credit Provider and the Banks Lenders hereunder; , provided that the Collateral Administrative Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks Lenders under this Agreement to the extent that this Agreement or any other Loan Document Documents empowers the Banks Lenders to direct the Administrative Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any IRH No Hedge/Treasury/Credit Provider (except in its capacity as a Bank 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.
Appears in 1 contract
Collateral Sharing. All Liens granted under the Collateral Documents 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 Banks hereunder and hereunder, (ii) the Obligations incurred by any of the Loan Parties (a) under in favor of any Bank which provides a Bank-Provided Hedge or any Bank-Provided Foreign Currency Hedge, in each case, in favor of (1) any 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 of any Bank) which provides an Other Bank-Provided Financial Service Product (collectively such Persons described in clauses (a) and (b), the “"IRH Providers”Provider"), and (iii) the BBH ObligationsObligations incurred by any of the Loan Parties in favor of Bank of America (but only if it is a Bank hereunder) ("Bank of America") under the B of A/Glenborough Letter of Credit. The Administrative Agent under the 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 Providers Provider, Bank of America (but only if it is a Bank hereunder and only as it relates to Obligations incurred by the Loan Parties in favor of Bank of America under the B of A/Glenborough Letter of Credit) and the Banks hereunder; , provided that the Collateral Agent shall comply with the instructions and directions of the Administrative Agent (or the Banks under this Agreement to the extent that this Agreement or any other Loan Document Documents empowers the Banks to direct the Administrative Agent), as to all matters relating to the Collateralcollateral under the Collateral Documents, including the maintenance and disposition thereof. Neither Xxxxx Brothers Xxxxxxxx & Co. nor any No IRH Provider (except in its capacity as a 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.
Appears in 1 contract
Samples: Credit Agreement (Covance Inc)