Security for the Notes. (a) The Notes will be entitled to the benefit of and will be secured by the following contracts and agreements, each of which will be in form and substance satisfactory to you and your special counsel: (i) the Security Agreement dated as of May 18, 1992 made by the Company in favor of The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SECURITY AGREEMENT"); (ii) the Subsidiaries Security Agreement dated as of May 18, 1992 made by UAM Holdings, UAM Trademark and UAM Investment in favor of The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES SECURITY AGREEMENT"); (iii) the Pledge Agreement dated as of May 18, 1992 by and between the Company and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "PLEDGE AGREEMENT"); (iv) the Subsidiaries Pledge Agreement dated as of May 18, 1992 by and between UAM Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES PLEDGE AGREEMENT"); (v) the ▇▇▇▇▇▇▇ Pledge Agreement dated as of August 25, 1993 by and between ▇▇▇▇▇▇▇ and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ PLEDGE AGREEMENT"); (vi) the UAM U.K. Holdings Pledge Agreement dated as of November 17, 1993 by and between UAM U.K. Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as supplemented by the Supplementary Pledge Agreement dated as of August 11, 1995 between UAM U.K. Holdings and the Collateral Agent and as the same may be further amended, supplemented or otherwise modified from time to time (the "UAM U.K. HOLDINGS PLEDGE AGREEMENT"); (vii) the Pledge and Assignment of Limited Partnership Interest dated as of May 18, 1992 made by UAM Realty Advisors to The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "ASSIGNMENT OF PARTNERSHIP INTEREST"); (viii) the Subsidiaries Guaranty dated as of the date of this Agreement made by UAM Holdings, UAM Trademark and UAM Investment in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES GUARANTY"); (ix) the UAM Realty Advisors Guaranty dated as of the date of this Agreement made by UAM Realty Advisors in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "UAM REALTY ADVISORS GUARANTY"); (x) the ▇▇▇▇▇▇▇ Guaranty dated as of the date of this Agreement made by ▇▇▇▇▇▇▇ in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ GUARANTY"); (xi) the UAM U.K. Holdings Guaranty dated as of the date of this Agreement made by UAM U.K. Holdings in favor of holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "UAM U.K. HOLDINGS GUARANTY"); and (xii) the Amended and Restated Subordination Agreement dated as of the date of this Agreement made by the Company and UAM Trademark in favor of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time (the "TRADEMARK SUBORDINATION AGREEMENT"). The Security Agreement, the Subsidiaries Security Agreement, the Pledge Agreement, the Subsidiaries Pledge Agreement, the ▇▇▇▇▇▇▇ Pledge Agreement, the UAM U.K. Holdings Pledge Agreement, the Assignment of Partnership Interest, the Trademark Subordination Agreement and any other instruments, documents, agreements referred to herein or related hereto pursuant to which the Company or any Subsidiary agrees to grant Liens in favor of the Collateral Agent for the ratable benefit of the Secured Parties are hereinafter referred to as the "COLLATERAL DOCUMENTS". The Subsidiaries Guaranty, the UAM Realty Advisors Guaranty, the ▇▇▇▇▇▇▇ Guaranty, the UAM U.K. Holdings Guaranty and any other guaranty executed and delivered in favor of the holders of the Notes pursuant to Section 10.3 are hereinafter collectively referred to as the "SUBSIDIARY GUARANTIES". The Collateral Documents and the Subsidiary Guaranties are hereinafter collectively referred to as the "SECURITY DOCUMENTS". The enforcement of the rights and benefits in respect of the Security Documents and the allocation of proceeds thereof will be subject to a Collateral Agency and Intercreditor Agreement dated as of the date of this Agreement in form and substance satisfactory to you and your special counsel (the "INTERCREDITOR AGREEMENT") to be entered into by the Banks and the Collateral Agent with you. (b) If at any time the Company or any Subsidiary shall grant to any one or more of the Agent or the Banks additional security of any kind or provide any one or more of the Agent or the Banks with additional Guaranties or other credit support of any kind pursuant to the requirements of the Bank Credit Agreement, then the Company or such Subsidiary shall grant to the holders of the Notes the same security or Guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with the Banks. All such additional Guaranties shall be given to the holders of the Notes pursuant to Section 10.3 of this Agreement. All such additional security and additional Guaranties shall be subject to the provisions of clause (d) of this Section 2.2. (c) The holders of the Notes acknowledge and agree that the Liens of the Collateral Documents in respect of all or any part of the Collateral therein described may be released in the manner and upon the terms and conditions provided in the Intercreditor Agreement, PROVIDED, that in the event the Liens of the Collateral Documents for any reason whatsoever re-attach pursuant to the terms and provisions of the Collateral Documents or the Bank Credit Agreement, then the Lien and security interest of the Collateral Documents shall IPSO FACTO again secure the holders of the Notes on an equal and pro rata basis. (d) The holders of the Notes agree to release the obligations of any Subsidiary under any Subsidiary Guaranty to which it is a party upon the request of the Company if and to the extent the corresponding guaranties given pursuant to the Bank Credit Agreement are released and discharged, PROVIDED that no Default or Event of Default has occurred and is continuing, and PROVIDED, FURTHER, that in the event any Subsidiary shall again become obligated under or with respect to any previously discharged Subsidiary Guaranty pursuant to the terms and provisions of the Subsidiary Guaranty or the Bank Credit Agreement, then the obligations of such Subsidiary under such Subsidiary Guaranty shall IPSO FACTO again benefit the holders of the Notes on an equal and pro rata basis. Likewise, the holders of the Notes agree to release any additional security granted by the Company or any Subsidiary to the holders of the Notes pursuant to the provisions of Section 2.2(b) upon the same terms as provided herein for the release of the obligations of any Subsidiary under any Subsidiary Guaranty.
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Sources: First Amendment and Consent (United Asset Management Corp), Note Purchase Agreement (United Asset Management Corp)
Security for the Notes. (a) The Notes will be entitled to the benefit of and will be secured by the following contracts and agreements, each of which will be in form and substance satisfactory to you and your special counsel:
(i) the Security Agreement dated as of May 18, 1992 made payment by the Company in favor of The First National Bank of Bostonall amounts due with respect to the Notes is fully and unconditionally guaranteed by Engineering Technologies, as Collateral Agent under the Bank Credit AgreementInc., as heretofore amendeda Virginia corporation ("Engineering Technologies"), as amended by the First Amendment Orbital Space Systems, Inc., a Virginia corporation ("Orbital Space"), Orbital Commercial Systems, Inc., a Virginia corporation ("Orbital Commercial"), Orbital International, Inc., a Virginia corporation ("Orbital International"), Orbital Services Corporation, a Delaware corporation ("Orbital Services"), Orbital Navigation Corporation, a Delaware corporation ("Orbital Navigation"), Orblink LLC, a Delaware limited liability company ("Orblink," and Consent together with Engineering Technologies, Orbital Space, Orbital Commercial, Orbital International, Orbital Services and as the same may be further amendedOrbital Navigation, supplemented or otherwise modified from time to time (collectively, the "SECURITY AGREEMENTSubsidiary Guarantors");
(ii) the Subsidiaries Security Agreement dated as of May 18, 1992 made by UAM Holdings, UAM Trademark and UAM Investment in favor of The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time pursuant to time (the "SUBSIDIARIES SECURITY AGREEMENT");
(iii) the Pledge Agreement dated as of May 18, 1992 by and between the Company and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "PLEDGE AGREEMENT");
(iv) the Subsidiaries Pledge Agreement dated as of May 18, 1992 by and between UAM Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES PLEDGE AGREEMENT");
(v) the ▇▇▇▇▇▇▇ Pledge Agreement dated as of August 25, 1993 by and between ▇▇▇▇▇▇▇ and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ PLEDGE AGREEMENT");
(vi) the UAM U.K. Holdings Pledge Agreement dated as of November 17, 1993 by and between UAM U.K. Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as supplemented by the Supplementary Pledge Agreement dated as of August 11, 1995 between UAM U.K. Holdings and the Collateral Agent and as the same may be further amended, supplemented or otherwise modified from time to time (the "UAM U.K. HOLDINGS PLEDGE AGREEMENT");
(vii) the Pledge and Assignment of Limited Partnership Interest dated as of May 18, 1992 made by UAM Realty Advisors to The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "ASSIGNMENT OF PARTNERSHIP INTEREST");
(viii) the Subsidiaries that certain Subsidiary Guaranty dated as of the date of this Agreement made by UAM Holdings, UAM Trademark and UAM Investment in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES GUARANTY");
(ix) the UAM Realty Advisors Guaranty dated as of the date of this Agreement made by UAM Realty Advisors in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "UAM REALTY ADVISORS GUARANTY");
(x) the ▇▇▇▇▇▇▇ Guaranty dated as of the date of this Agreement made by ▇▇▇▇▇▇▇ in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ GUARANTY");
(xi) the UAM U.K. Holdings Guaranty dated as of the date of this Agreement made by UAM U.K. Holdings in favor of holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "UAM U.K. HOLDINGS GUARANTY"); and
(xii) the Amended and Restated Subordination Agreement dated as of the date of this Agreement made by hereof (the Company "Subsidiary Guaranty Agreement") from the Subsidiary Guarantors to the Purchaser and UAM Trademark in favor each other holder of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified Notes from time to time (time. Without limiting the "TRADEMARK SUBORDINATION AGREEMENT"). The Security Agreementforegoing, the Subsidiaries Security Agreement, the Pledge Agreement, the Subsidiaries Pledge Agreement, the ▇▇▇▇▇▇▇ Pledge Agreement, the UAM U.K. Holdings Pledge Agreement, the Assignment of Partnership Interest, the Trademark Subordination Agreement and any other instruments, documents, agreements referred to herein or related hereto pursuant to which the Company or any Subsidiary agrees to grant Liens in favor of the Collateral Agent for the ratable benefit of the Secured Parties are hereinafter referred to as the "COLLATERAL DOCUMENTS". The Subsidiaries Guaranty, the UAM Realty Advisors Guaranty, the ▇▇▇▇▇▇▇ Guaranty, the UAM U.K. Holdings Guaranty and any other guaranty executed and delivered in favor of the holders of the Notes pursuant to Section 10.3 are hereinafter collectively referred to as the "SUBSIDIARY GUARANTIES". The Collateral Documents and the Subsidiary Guaranties are hereinafter collectively referred to as the "SECURITY DOCUMENTS". The enforcement of the rights and benefits in respect of the Security Documents Subsidiary Guaranty Agreement and the allocation of the proceeds thereof thereof, together with the application of the proceeds from the collection or payment of any Indebtedness of any Subsidiary of the Company due and owing under the Bank Credit Agreement will be subject to a Collateral Agency and an Intercreditor Agreement dated as of the date of this Agreement hereof in form and substance satisfactory to you and your special counsel the Noteholder (the "INTERCREDITOR AGREEMENTIntercreditor Agreement") to be entered into by Morg▇▇ ▇▇▇ranty Trust Company of New York, as Collateral Agent, the Banks Company and the Collateral Agent with youholders of the Notes.
(b) If at any In addition to the Subsidiary Guaranty Agreement, the Notes will be entitled to the benefit of (1) that certain Second Amended and Restated Security Agreement dated as of June 30, 1992, amended and restated as of August 5, 1997, and further amended and restated as of November 30, 1999, among the Company, each of its Subsidiaries party thereto, Morg▇▇ ▇▇▇ranty Trust Company of New York, as Collateral Agent (the "Collateral Agent") and Bank of America, N.A., as Designated Lockbox Bank (the "Security Agreement"), (2) that certain Pledge Agreement dated as of November 30, 1999 among the Company, each of its Subsidiaries party thereto and Morg▇▇ ▇▇▇ranty Trust Company of New York, as Collateral Agent (the "Pledge Agreement") and (3) that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement dated as of January 21, 2000, as further amended or supplemented from time to time, from the Company or any Subsidiary shall grant to any one or more the Trustee named therein, for the benefit of the Collateral Agent or (the Banks additional security "Deed of any kind or provide any one or more Trust," and together with the Security Agreement and the Pledge Agreement, collectively, the "Security Documents").
1.2. Section 5.10 of the Agent Note Agreement is hereby amended as follows:
(a) Clause (e) is amended by deleting the second proviso thereof in its entirety and substituting in lieu thereof the following proviso: "provided, further, notwithstanding the foregoing, nothing contained in this Agreement will prohibit any Lien or Liens consisting of (i) the Banks with additional Guaranties Stockholders Agreement amongst the Company, MacD▇▇▇▇▇ ▇▇▇t▇▇▇▇▇ ▇▇▇ Associates, BC Ltd. and CAI, which such agreement shall contain substantially the same terms and conditions as set forth in the CAI Letter Agreement or other credit support (ii) the pledge for the benefit of any kind pursuant CAI and BC Ltd. of up to the requirements 51% of the Bank Credit Agreementoutstanding common stock of MacD▇▇▇▇▇, then ▇▇tt▇▇▇▇▇ ▇▇▇ Associates."
(b) Clause (g) is amended by deleting the Company or such Subsidiary shall grant to word "and" at the end thereof.
(c) Clause (h) is amended by deleting the period at the end thereof and substituting in lieu thereof the text ";and".
(d) A new Clause (i) is added following Clause (h) as follows:
(i) liens granted for the benefit of the holders of the Notes, including any liens shared by the holders of the Notes the same security or Guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with the Banks. All such additional Guaranties shall be given to the holders of the Notes pursuant to Section 10.3 of this Agreement. All such additional security and additional Guaranties shall be subject to the provisions of clause (d) of this Section 2.2.
(c) The holders of the Notes acknowledge and agree that the Liens of the Collateral Documents in respect of all or any part of the Collateral therein described may be released in the manner and upon the terms and conditions provided in the Intercreditor Agreement, PROVIDED, that in the event the Liens of the Collateral Documents for any reason whatsoever re-attach pursuant to the terms and provisions of the Collateral Documents or lender under the Bank Credit Agreement, then the Lien and security interest ."
1.3. The following shall be added as a new Section 5.18 of the Collateral Documents shall IPSO FACTO again secure the holders of the Notes on an equal and pro rata basis.
(d) The holders of the Notes agree to release the obligations of any Subsidiary under any Subsidiary Guaranty to which it is a party upon the request of the Company if and to the extent the corresponding guaranties given pursuant to the Bank Credit Agreement are released and discharged, PROVIDED that no Default or Event of Default has occurred and is continuing, and PROVIDED, FURTHER, that in the event any Subsidiary shall again become obligated under or with respect to any previously discharged Subsidiary Guaranty pursuant to the terms and provisions of the Subsidiary Guaranty or the Bank Credit Note Agreement, then the obligations of such Subsidiary under such Subsidiary Guaranty shall IPSO FACTO again benefit the holders of the Notes on an equal and pro rata basis. Likewise, the holders of the Notes agree to release any additional security granted by the Company or any Subsidiary to the holders of the Notes pursuant to the provisions of Section 2.2(b) upon the same terms as provided herein for the release of the obligations of any Subsidiary under any Subsidiary Guaranty.:
Appears in 1 contract
Security for the Notes. (a) The Notes will be entitled to secured, PARI PASSU with the benefit of and will be secured indebtedness under the Revolving Credit Agreement, by the following contracts and agreements, each of which will be in form and substance satisfactory to you and your special counsel:
(i) the Amended and Restated Security Agreement Agreement, Pledge and Indenture of Trust dated as of May 18June 30, 1992 made by 1997 between the Company and the Security Trustee, substantially in favor of The First National Bank of Boston, the form attached hereto as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent Exhibit B and as the same may be further amended, supplemented or otherwise modified from time to time be amended, restated, modified, supplemented or waived pursuant to the terms thereof (the "COMPANY SECURITY AGREEMENT");
, which amends and restates the Original Company Security Agreement and (ii) the Subsidiaries Amended and Restated Security Agreement Agreement, Pledge and Indenture of Trust dated as of May 18June 30, 1992 made by UAM Holdings1997 between each Restricted Subsidiary (other than the Insurance Subsidiary) and the Security Trustee, UAM Trademark and UAM Investment substantially in favor of The First National Bank of Boston, the form attached as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time Exhibit A to time (the "SUBSIDIARIES SECURITY AGREEMENT");
(iii) the Pledge Agreement dated as of May 18, 1992 by and between the Company and The First National Bank of Boston, as Collateral Agent under the Bank Credit Security Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "PLEDGE AGREEMENT");
(iv) the Subsidiaries Pledge Agreement dated as of May 18, 1992 by and between UAM Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "SUBSIDIARIES PLEDGE AGREEMENT");
(v) the ▇▇▇▇▇▇▇ Pledge Agreement dated as of August 25, 1993 by and between ▇▇▇▇▇▇▇ and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ PLEDGE AGREEMENT");
(vi) the UAM U.K. Holdings Pledge Agreement dated as of November 17, 1993 by and between UAM U.K. Holdings and The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as supplemented by the Supplementary Pledge Agreement dated as of August 11, 1995 between UAM U.K. Holdings and the Collateral Agent and as the same may be further amended, supplemented or otherwise modified from time to time (the "UAM U.K. HOLDINGS PLEDGE AGREEMENT");
(vii) the Pledge and Assignment of Limited Partnership Interest dated as of May 18, 1992 made by UAM Realty Advisors to The First National Bank of Boston, as Collateral Agent under the Bank Credit Agreement, as heretofore amended, as amended by the First Amendment and Consent and as the same may be further amended, supplemented or otherwise modified from time to time (the "ASSIGNMENT OF PARTNERSHIP INTEREST");
(viii) the Subsidiaries Guaranty dated as of the date of this Agreement made by UAM Holdings, UAM Trademark and UAM Investment in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time be amended, restated, modified, supplemented or waived pursuant to the terms thereof (the "SUBSIDIARIES GUARANTYSUBSIDIARY SECURITY AGREEMENT");, which amends and restates the Original Subsidiary Security Agreements and the Additional Subsidiary Agreements.
(ixb) The Notes will also be secured by an absolute and unconditional guarantee of all principal, interest and premium, if any, on the UAM Realty Advisors Notes and of all of the covenants of the Company contained in this Agreement and the Company Security Agreement under and pursuant to that certain Amended and Restated Guaranty Agreement dated as of June 30, 1997 of each Restricted Subsidiary, substantially in the date of this Agreement made by UAM Realty Advisors in favor of form attached as Exhibit B to the holders of the NotesCompany Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time (the "UAM REALTY ADVISORS GUARANTY");
(x) the ▇▇▇▇▇▇▇ Guaranty dated as of the date of this Agreement made by ▇▇▇▇▇▇▇ in favor of the holders of the Notes, as the same may be amended, supplemented or otherwise modified from time to time (the "▇▇▇▇▇▇▇ GUARANTY");
(xi) the UAM U.K. Holdings Guaranty dated as of the date of this Agreement made by UAM U.K. Holdings in favor of holders of the Notesrestated, as the same may be amendedmodified, supplemented or otherwise modified from time to time (the "UAM U.K. HOLDINGS GUARANTY"); and
(xii) the Amended and Restated Subordination Agreement dated as of the date of this Agreement made by the Company and UAM Trademark in favor of the Collateral Agent for the benefit of the Secured Parties, as the same may be amended, supplemented or otherwise modified from time to time (the "TRADEMARK SUBORDINATION AGREEMENT"). The Security Agreement, the Subsidiaries Security Agreement, the Pledge Agreement, the Subsidiaries Pledge Agreement, the ▇▇▇▇▇▇▇ Pledge Agreement, the UAM U.K. Holdings Pledge Agreement, the Assignment of Partnership Interest, the Trademark Subordination Agreement and any other instruments, documents, agreements referred to herein or related hereto pursuant to which the Company or any Subsidiary agrees to grant Liens in favor of the Collateral Agent for the ratable benefit of the Secured Parties are hereinafter referred to as the "COLLATERAL DOCUMENTS". The Subsidiaries Guaranty, the UAM Realty Advisors Guaranty, the ▇▇▇▇▇▇▇ Guaranty, the UAM U.K. Holdings Guaranty and any other guaranty executed and delivered in favor of the holders of the Notes pursuant to Section 10.3 are hereinafter collectively referred to as the "SUBSIDIARY GUARANTIES". The Collateral Documents and the Subsidiary Guaranties are hereinafter collectively referred to as the "SECURITY DOCUMENTS". The enforcement of the rights and benefits in respect of the Security Documents and the allocation of proceeds thereof will be subject to a Collateral Agency and Intercreditor Agreement dated as of the date of this Agreement in form and substance satisfactory to you and your special counsel (the "INTERCREDITOR AGREEMENT") to be entered into by the Banks and the Collateral Agent with you.
(b) If at any time the Company or any Subsidiary shall grant to any one or more of the Agent or the Banks additional security of any kind or provide any one or more of the Agent or the Banks with additional Guaranties or other credit support of any kind pursuant to the requirements of the Bank Credit Agreement, then the Company or such Subsidiary shall grant to the holders of the Notes the same security or Guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with the Banks. All such additional Guaranties shall be given to the holders of the Notes pursuant to Section 10.3 of this Agreement. All such additional security and additional Guaranties shall be subject to the provisions of clause (d) of this Section 2.2.
(c) The holders of the Notes acknowledge and agree that the Liens of the Collateral Documents in respect of all or any part of the Collateral therein described may be released in the manner and upon the terms and conditions provided in the Intercreditor Agreement, PROVIDED, that in the event the Liens of the Collateral Documents for any reason whatsoever re-attach waived pursuant to the terms thereof (the "SUBSIDIARY SENIOR GUARANTY AGREEMENT"), which amends and provisions of restates the Collateral Documents or the Bank Credit Agreement, then the Lien Original Guaranties and security interest of the Collateral Documents shall IPSO FACTO again secure the holders of the Notes on an equal and pro rata basisAdditional Guaranties. .
(d) The holders of the Notes agree to release the obligations of any Subsidiary under any Subsidiary Guaranty to which it is a party upon the request of the Company if and to the extent the corresponding guaranties given pursuant to the Bank Credit Agreement are released and discharged, PROVIDED that no Default or Event of Default has occurred and is continuing, and PROVIDED, FURTHER, that in the event any Subsidiary shall again become obligated under or with respect to any previously discharged Subsidiary Guaranty pursuant to the terms and provisions of the Subsidiary Guaranty or the Bank Credit Agreement, then the obligations of such Subsidiary under such Subsidiary Guaranty shall IPSO FACTO again benefit the holders of the Notes on an equal and pro rata basis. Likewise, the holders of the Notes agree to release any additional security granted by the Company or any Subsidiary to the holders of the Notes pursuant to the provisions of Section 2.2(b) upon the same terms as provided herein for the release of the obligations of any Subsidiary under any Subsidiary Guaranty.
Appears in 1 contract