Common use of Bank Product Obligations Clause in Contracts

Bank Product Obligations. From and after the delivery to Agent of this letter agreement duly executed by Specified Bank Product Provider and the acknowledgement of this letter agreement by Agent and Administrative Borrower (on behalf of the Borrowers), the obligations and liabilities of Parent and its Subsidiaries to Specified Bank Product Provider in respect of Bank Products evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified Bank Product Provider shall constitute a Bank Product Provider until such time as Specified Bank Products Provider or its affiliate is no longer a Lender. Specified Bank Products Provider acknowledges that other Bank Products (which may or may not be Specified Bank Products) may exist at any time. Notwithstanding anything to the contrary contained herein, in the Credit Agreement or otherwise, Specified Bank Products Provider acknowledges and agrees that to the extent that it may at any time hold, or have been granted a pledge of, or security interest or other Lien in, any cash, Cash Equivalents, securities or other investment property or other assets to secure any of the Bank Product Obligations at any time owing to it, Specified Bank Product Provider shall not be entitled, solely as it relates to the Bank Product Obligations owing to it and no other Obligations, to the benefit of the Liens and security interests granted to Agent or to any share in the Collateral as set forth in the Credit Agreement or otherwise, in each case up to the amount of the value of the assets subject to the pledge, security interest or other Lien of Specified Bank Product Provider securing the Bank Product Obligations owing to Specified Bank Products Provider, and any of its rights as a Lender to any proceeds of the Collateral in respect of such Bank Product Obligations shall be reduced by the amount of such collateral.

Bank Product Obligations. From and after the delivery to Agent of this letter agreement duly executed by Specified Bank Product Provider and the acknowledgement of this letter agreement by Agent and Administrative Borrower (on behalf of the Borrowers), the obligations and liabilities of Parent and its Subsidiaries to Specified Bank Product Provider in respect of Bank Products evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified a) Each Bank Product Provider shall constitute be deemed a third party beneficiary of the provisions of the Loan Documents for purposes of any reference in a Loan Document to the parties for whom the Agent is acting. The Agent hereby agrees to act as agent for such Bank Product Providers and, as a result of entering into a Bank Product Agreement, the applicable Bank Product Provider until shall be automatically deemed to have appointed the Agent as its agent and to have accepted the benefits of the Loan Documents; provided, that, the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and guarantees granted to the Agent and the right to share in proceeds of the Collateral as more fully set forth in the Loan Documents. In addition, each Bank Product Provider, as a result of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that the Agent shall have the right, but shall have no obligation, to establish, maintain, reduce, or release Reserves in respect of the Bank Product Obligations and that if Reserves are established there is no obligation on the part of the Agent to determine or insure whether the amount of any such Reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, the Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to the Agent as to the amounts that are due and owing to it and such written certification is received by the Agent a reasonable period of time prior to the making of such distribution. The Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, the Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to the Agent by such Bank Product Provider as Specified being due and payable (less any distributions made to such Bank Product Provider on account thereof). Any Loan Party or any of its Subsidiaries may obtain Bank Products from any Bank Product Provider, although no Loan Party or any of its Subsidiaries is required to do so. Each Loan Party acknowledges and agrees that no Bank Product Provider or its affiliate is no longer a Lender. Specified has committed to provide any Bank Products Provider acknowledges and that other the providing of Bank Products (which may or may not be Specified by any Bank Products) may exist at any timeProduct Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary contained herein, in the Credit this Agreement or otherwiseany other Loan Document, Specified no Bank Products Product Provider acknowledges and agrees that or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the Bank Product Provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such Bank Product Provider or holder be required (other than in their capacities as Lenders, to the extent that it may at applicable) for any time hold, matter hereunder or have been granted a pledge of, or security interest or other Lien in, any cash, Cash Equivalents, securities or other investment property or other assets to secure under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors. (b) [Reserved]. (c) Each Bank Product Obligations at any time owing Provider, by delivery of a notice to itAgent of a Bank Product, Specified agrees to be bound by the Loan Documents, including Sections 6.04, 8.13 and 9.02(d). Each Bank Product Provider Provider, shall not be entitledseverally, solely as it relates to the Bank Product Obligations owing to it shall indemnify and no other Obligationshold harmless Agent or any of its Related Parties, to the benefit of the Liens and security interests granted to extent not reimbursed by Loan Parties, against all claims that may be incurred by or asserted against Agent or to any share in the Collateral as set forth in the Credit Agreement or otherwise, in each case up to the amount of the value of the assets subject to the pledge, security interest or other Lien of Specified Bank Product Provider securing the Bank Product Obligations owing to Specified Bank Products Provider, and any of its rights as a Lender to any proceeds of the Collateral Related Parties in respect of connection with such provider’s Bank Product Obligations shall be reduced by the amount of such collateralObligations.

Bank Product Obligations. From and after the delivery to Agent of this letter agreement duly executed by Specified Bank Product Provider and the acknowledgement of this letter agreement by Agent and Administrative Borrower (on behalf of the Borrowers), the obligations and liabilities of Parent and its Subsidiaries to Specified Bank Product Provider in respect of Bank Products evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified a) Each Bank Product Provider shall constitute be deemed a third party beneficiary of the provisions of the Loan Documents for purposes of any reference in a Loan Document to the parties for whom the Agent is acting. The Agent hereby agrees to act as agent for such Bank Product Providers and, as a result of entering into a Bank Product Agreement, the applicable Bank Product Provider until shall be automatically deemed to have appointed the Agent as its agent and to have accepted the benefits of the Loan Documents; provided, that, the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and guarantees granted to the Agent and the right to share in proceeds of the Collateral as more fully set forth in the Loan Documents. In connection with any such distribution of payments or proceeds of Collateral, the Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to the Agent as to the amounts that are due and owing to it and such written certification is received by the Agent a reasonable period of time prior to the making of such distribution. The Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, the Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to the Agent by such Bank Product Provider as Specified being due and payable (less any distributions made to such Bank Product Provider on account thereof). Any Loan Party or any of its Subsidiaries may obtain Bank Products from any Bank Product Provider, although no Loan Party or any of its Subsidiaries is required to do so. Each Loan Party acknowledges and agrees that no Bank Product Provider or its affiliate is no longer a Lender. Specified has committed to provide any Bank Products Provider acknowledges and that other the providing of Bank Products (which may or may not be Specified by any Bank Products) may exist at any timeProduct Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary contained herein, in the Credit this Agreement or otherwiseany other Loan Document, Specified no Bank Products Product Provider acknowledges and agrees that or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the Bank Product Provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such Bank Product Provider or holder be required (other than in their capacities as Lenders, to the extent that it may at applicable) for any time hold, matter hereunder or have been granted a pledge of, or security interest or other Lien in, any cash, Cash Equivalents, securities or other investment property or other assets to secure under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors. (b) [Reserved]. (c) Each Bank Product Obligations at any time owing Provider, by delivery of a notice to itAgent of a Bank Product, Specified agrees to be bound by the Loan Documents, including Sections 6.04, 8.13 and 9.02(d). Each Bank Product Provider Provider, shall not be entitledseverally, solely as it relates to the Bank Product Obligations owing to it shall indemnify and no other Obligationshold harmless Agent or any of its Related Parties, to the benefit of the Liens and security interests granted to extent not reimbursed by Loan Parties, against all claims that may be incurred by or asserted against Agent or to any share in the Collateral as set forth in the Credit Agreement or otherwise, in each case up to the amount of the value of the assets subject to the pledge, security interest or other Lien of Specified Bank Product Provider securing the Bank Product Obligations owing to Specified Bank Products Provider, and any of its rights as a Lender to any proceeds of the Collateral Related Parties in respect of connection with such provider's Bank Product Obligations shall be reduced by the amount of such collateralObligations.

Bank Product Obligations. From and after the delivery to Agent of this letter agreement duly executed by Specified Bank Product Provider and the acknowledgement of this letter agreement by Agent and Administrative Borrower (on behalf of the Borrowers), the obligations and liabilities of Parent and its Subsidiaries to Specified Bank Product Provider in respect of Bank Products evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified a) Each Bank Product Provider shall constitute be deemed a third party beneficiary of the provisions of the Loan Documents for purposes of any reference in a Loan Document to the parties for whom the Agent is acting. The Agent hereby agrees to act as agent for such Bank Product Providers and, as a result of entering into a Bank Product Agreement, the applicable Bank Product Provider until shall be automatically deemed to have appointed the Agent as its agent and to have accepted the benefits of the Loan Documents; provided, that, the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and guarantees granted to the Agent and the right to share in proceeds of the Collateral as more fully set forth in the Loan Documents. In addition, each Bank Product Provider, as a result of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that the Agent shall have the right, but shall have no obligation, to establish, maintain, reduce, or release Reserves in respect of the Bank Product Obligations and that if Reserves are established there is no obligation on the part of the Agent to determine or insure whether the amount of any such Reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, the Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to the Agent as to the amounts that are due and owing to it and such written certification is received by the Agent a reasonable period of time prior to the making of such distribution. The Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, the Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to the Agent by such Bank Product Provider as Specified being due and payable (less any distributions made to such Bank Product Provider on account thereof). Any Loan Party or any of its Subsidiaries may obtain Bank Products from any Bank Product Provider, although no Loan Party or any of its Subsidiaries is required to do so. Each Loan Party acknowledges and agrees that no Bank Product Provider or its affiliate is no longer a Lender. Specified has committed to provide any Bank Products Provider acknowledges and that other the providing of Bank Products (which may or may not be Specified by any Bank Products) may exist at any timeProduct Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary contained herein, in the Credit this Agreement or otherwiseany other Loan Document, Specified no Bank Products Product Provider acknowledges and agrees that or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the Bank Product Provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such Bank Product Provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors. (b) [Reserved]. (c) Each Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by the Loan Documents, including Sections 6.04, 8.13 and 9.02(d). Each Bank Product Provider, shall severally, shall indemnify and hold harmless Agent or any of its Related Parties, to the extent not reimbursed by Loan Parties, against all claims that it may at be incurred by or asserted against Agent or any time holdof its Related Parties in connection with such provider’s Bank Product Obligations. (d) No Bank Product Provider that obtains the benefits of Section 6.04, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have been granted any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a pledge Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII to the contrary, the Agent shall not be required to verify the payment of, or security interest or that other Lien insatisfactory arrangements have been made with respect to, any cash, Cash Equivalents, securities or other investment property or other assets to secure any of the Bank Product Obligations at any time owing to it, Specified Bank Product Provider shall not be entitled, solely as it relates to the Bank Product Obligations owing to it and no other Obligations, to the benefit of the Liens and security interests granted to Agent or to any share in the Collateral as set forth in the Credit Agreement or otherwise, in each case up to the amount of the value of the assets subject to the pledge, security interest or other Lien of Specified Bank Product Provider securing the Bank Product Obligations owing to Specified Bank Products Provider, and any of its rights as a Lender to any proceeds of the Collateral in respect of such Bank Product Obligations shall be reduced by the amount of such collateral.