Common use of Collateral Matters; Swap Agreements Clause in Contracts

Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to any Lender or any Affiliate of a Lender that is counterparty to any Swap Agreement with the Borrower or any of its Subsidiaries (including any Swap Agreement between such Persons in existence prior to the date hereof) on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement; provided that such benefits shall cease to extend to and be available to any such Lender or Affiliate in respect of obligations under such Swap Agreements if such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be a Lender hereunder if (a) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise). No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.

Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness Secured Obligations shall also extend to and be available to any Lender or any Affiliate of a Lender that is counterparty to any Swap Agreement with the Borrower or any of its Subsidiaries (including any Swap Agreement between such Persons in existence prior to the date hereof) on a pro rata basis in respect of to any obligations of Person under any Swap Agreement between the Parent Guarantor, the Borrower or any of its Subsidiaries which arise under any other Credit Party and such Person if either (i) at the time such Swap Agreement; provided that Agreement was entered into, such benefits shall cease to extend to and be available to any such Person was a Lender or Affiliate in respect of obligations under a Lender hereunder or (ii) such Swap Agreements if Agreement was in effect on the Closing Date and such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be Affiliate was a Lender hereunder if (a) pursuant on the Closing Date, in each case, after giving effect to an assignment, all netting arrangements relating to such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise)Swap Agreements. No Lender or in its capacity as a party to a Swap Agreement that obtains the benefits of the remedies and application of proceeds provisions contained in any Affiliate Loan Document by virtue of a Lender the provisions hereof shall have any voting rights 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 result Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of the existence of Loan Documents to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, obligations owed to it or other liabilities arising under any such Swap Agreements.

Collateral Matters; Swap Agreements. (a) The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral Collateral securing the Indebtedness Obligations shall also extend to and be available to (in addition to Lenders and their Affiliates), each other Secured Party; provided that, notwithstanding anything to the contrary, with respect to any Lender or any Affiliate of a Lender Loan Party that is counterparty to not an Eligible Contract Participant, the Obligations of such Loan Party shall exclude any Excluded Swap Obligations of such Loan Party. Each Secured Priority Swap Provider, by its entry into a Swap Agreement with a Loan Party, and each Bank Product Provider, by its extension of a Bank Product to the Borrower or any of its Subsidiaries (including any Swap Agreement between such Persons Subsidiary, in existence prior to the date hereof) on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement; provided that such benefits shall cease to extend to each case by virtue thereof and be available to any such Lender or Affiliate in respect of obligations under such Swap Agreements if such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be a Lender hereunder if (a) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with condition to obtaining the refinancing benefit of this Agreement and the Security Instruments, (i) agrees to be bound by the agreements and acknowledgements of the Secured Parties in this Agreement and the other Loan Documents, and (ii) makes each of the authorizations, directions and instructions of the Secured Parties specified in this Agreement and the other Loan Documents and so authorizes, directs and instructs the Administrative Agent, the Collateral Agent and the Collateral Trustee. Except as and to the extent (and only to the extent) expressly provided in Section 12.02(b) or otherwise). No Lender or any Affiliate of a Lender the Security Instruments, no Secured Party shall have any voting rights under any Loan Document as a result of the existence of obligations owed Secured Priority Swap Obligations or Secured Bank Product Obligations any right to it notice of, or to vote on, consent to, direct, or object to, any action, inaction or circumstance under this Agreement or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) or any amendment or waiver of this Agreement or any other Loan Document, or any proposal with respect to any of the foregoing. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any Secured Priority Swap Obligations or Secured Bank Product Obligations unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Secured Priority Swap AgreementsProvider or Bank Product Provider, as the case may be.

Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Lender Swap Agreement with the Borrower or any Affiliate of a Lender that is counterparty its Subsidiaries, and those counterparties to any Swap Agreement with the Borrower or any of its Subsidiaries which were Lenders (including any or Affiliates of a Lender) when they entered into such Swap Agreement between such Persons but are no longer Lenders (or Affiliates of a Lender), in existence prior to the date hereof) each case on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement; provided Agreement with such Persons, including any Swap Agreements between such Persons in existence prior to the date hereof. In addition, it is understood and agreed that such benefits the benefit of the Security Instruments and the provisions of this Agreement relating to any collateral securing the Indebtedness shall cease to also extend to and be available to such Lenders or their Affiliates as provided herein and in the Security Instruments notwithstanding that any such Lender or Affiliate (as defined in respect of obligations under such Swap Agreements if such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be Existing Credit Agreement) is not a Lender hereunder if hereunder. Except as set forth in Section 12.02(b)(viii), no Lender, any Lender (aas defined in the Existing Credit Agreement) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise). No Lender or any Affiliate of a Lender their Affiliates shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.

Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to any Lender those Lenders or any Affiliate of a Lender that is counterparty their Affiliates which are counterparties to any Swap Agreement with the Borrower or any of its Subsidiaries (including any Swap Agreement between such Persons in existence prior to the date hereof) on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement; provided that such benefits shall cease to extend to and be available to any such Lender or Affiliate in respect of obligations under such Swap Agreements if Agreement while such Person or its AffiliateAffiliate is a Lender, as but only while such Person or its Affiliate is a Lender, including any Swap Agreements between such Persons in existence prior to the case may be, ceases to be Lender. For the avoidance of doubt, date hereof; provided that if a Person or its Affiliate ceases to be a Lender hereunder if (a) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) solely because the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement Revolving Credit Exposures have been paid in full and the Commitments terminated, then the Liens securing such Swap Agreements shall continue in favor of such Person until those obligations are paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise)otherwise expire or are terminated. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements. For the avoidance of doubt it is understood and agreed that all Swap Agreements between the Lenders (as defined in the Existing Credit Agreement) or their Affiliates and the Borrower or any of its Subsidiaries entered into prior to the date hereof shall be deemed Swap Agreements hereunder and the benefit of the Security Instruments and the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to such Lenders or their Affiliates as provided herein and in the Security Instruments notwithstanding that any such Lender (as defined in the Existing Credit Agreement) is not a Lender hereunder.

Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Lender Swap Agreement with the Borrower or any Affiliate of a Lender that is counterparty its Subsidiaries, and those counterparties to any Swap Agreement with the Borrower or any of its Subsidiaries which were Lenders (including any or Affiliates of a Lender) when they entered into such Swap Agreement between such Persons but are no longer Lenders (or Affiliates of a Lender), in existence prior to the date hereof) each case on a pro rata basis in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement with such Persons, including any Swap Agreements between such Persons in existence prior to the date hereof. In addition, it is understood and agreed that (a) all Swap Agreements between the Lenders (as defined in the Existing Credit Agreement; provided that such benefits ) or their Affiliates and the Borrower or any of its Subsidiaries entered into prior to March 27, 2009 shall cease be deemed Swap Agreements hereunder and (b) the benefit of the Security Instruments and the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to such Lenders or their Affiliates as provided herein and in the Security Instruments notwithstanding that any such Lender or Affiliate (as defined in respect of obligations under such Swap Agreements if such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be Existing Credit Agreement) is not a Lender hereunder if hereunder. Except as set forth in Section 12.02(b)(viii), no Lender, any Lender (aas defined in the Existing Credit Agreement) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise). No Lender or any Affiliate of a Lender their Affiliates shall have any voting rights under any Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements.”

Collateral Matters; Swap Agreements. (a) The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to any Lender or any Affiliate of a Lender that is counterparty to any Swap Agreement with the Borrower or any of its Subsidiaries (including any Swap Agreement between such Persons in existence prior to the date hereof) Hedge Banks on a pro rata basis in respect of any obligations of Hedge Obligations (to the Borrower or any of its Subsidiaries which arise under any such Swap Agreement; provided that such benefits shall cease extent limited in the definition thereof) and to extend to the Lenders and be available to any such Lender or Affiliate their respective Affiliates on a pro rata basis in respect of obligations under such Swap Agreements if such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be a Lender hereunder if (a) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise)Bank Product Obligations. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed such Hedge Obligations or such Bank Production Obligations. No Lender or any Affiliate of a Lender, in its capacity as a Hedge Bank or as the provider of Bank Products, that obtains the benefits of any Guarantee and Collateral Agreement or any Security Instrument by virtue of the provisions hereof or of any Guarantee and Collateral Agreement or any Loan Document shall have any right to it notice of any action or to consent to, direct or object to any action hereunder (including under Section 12.02) or under any other Loan Document or otherwise in respect of any collateral or Mortgaged Property (including the release or impairment of any collateral or Mortgaged Property) other than in its capacity as a Lender and, in such Swap Agreementscase, only to the extent expressly provided in the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Hedge Obligations and no Bank Product Obligations shall be Indebtedness hereunder or under any other Loan Document or “Obligations” as defined in any Loan Documents after all Commitments have terminated or 107 expired, all Indebtedness (other than Hedge Obligations, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) have been paid in full in cash and all Letters of Credit have expired or terminated or the LC Exposure has been cash collateralized (or as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made) as provided for herein.

Collateral Matters; Swap Agreements. (a) The benefit of the Security Instruments and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to and be available to any Lender or any Affiliate of a Lender that is counterparty to any Swap Agreement with the Borrower or any of its Subsidiaries (including any Swap Agreement between such Persons in existence prior to the date hereof) Hedge Banks on a pro rata basis in respect of any obligations of Hedge Obligations (to the Borrower or any of its Subsidiaries which arise under any such Swap Agreement; provided that such benefits shall cease extent limited in the definition thereof) and to extend to the Lenders and be available to any such Lender or Affiliate their respective Affiliates on a pro rata basis in respect of obligations under such Swap Agreements if such Person or its Affiliate, as the case may be, ceases to be Lender. For the avoidance of doubt, a Person ceases to be a Lender hereunder if (a) pursuant to an assignment, such Person ceases to have any Commitment, Loans and LC Exposure hereunder or (b) the Commitments of all of the Lenders hereunder have been terminated and all principal, interest and other amounts outstanding under this Agreement have been paid in full in cash (whether as a result of repayment at maturity, prepayment in connection with the refinancing of this Agreement or otherwise)Bank Product Obligations. No Lender or any Affiliate of a Lender shall have any voting rights under any Loan Document as a result of the existence of obligations owed such Hedge Obligations or such Bank Production Obligations. No Lender or any Affiliate of a Lender, in its capacity as a Hedge Bank or as the provider of Bank Products, that obtains the benefits of any Guarantee and Collateral Agreement or any Security Instrument by virtue of the provisions hereof or of any Guarantee and Collateral Agreement or any Loan Document shall have any right to it notice of any action or to consent to, direct or object to any action hereunder (including under Section 12.02) or under any other Loan Document or otherwise in respect of any collateral or Mortgaged Property (including the release or impairment of any collateral or Mortgaged Property) other than in its capacity as a Lender and, in such Swap Agreementscase, only to the extent expressly provided in the Loan Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Hedge Obligations and no Bank Product Obligations shall be Indebtedness hereunder or under any other Loan Document or “Obligations” as defined in any Loan Documents after all Commitments have terminated or expired, all Indebtedness (other than Hedge Obligations, Bank Product Obligations and indemnities and other contingent obligations not then due and payable and as to which no claim has been made as of the time of determination) have been paid in full in cash and all Letters of Credit have expired or terminated 109 or the LC Exposure has been cash collateralized (or as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made) as provided for herein.