Financial Xxxxxx. To the extent any Lender or any Affiliate of a Lender issues a Financial Hedge in accordance with the requirements of the Loan Papers and accepts the benefits of the Liens in the Collateral arising pursuant to the Security Documents, such Lender (for itself and on behalf of any such Affiliates) agrees (a) to appoint Administrative Agent, as its nominee and agent, to act for and on behalf of such Lender or Affiliate thereof in connection with the Security Documents and (b) to be bound by the terms of this Section 14; whereupon all references to “Lender” in this Section 14 and in the Security Documents shall include, on any date of determination, any Lender or Affiliate of a Lender that is party to a then-effective Financial Hedge which complies with the requirements of the Loan Papers. Additionally, if the Obligation owed to any Lender or Affiliate of a Lender consists solely of Debt arising under a Financial Hedge (such Lender or Affiliate being referred to in this Section 14.10 as an “Issuing Lender”), then such Issuing Lender (by accepting the benefits of any Security Documents) acknowledges and agrees that pursuant to the Loan Papers and without notice to or consent of such Issuing Lender: (w) Liens in the Collateral may be released in whole or in part; (x) all Guaranties may be released; (y) any Security Document may be amended, modified, supplemented, or restated; and (z) all or any part of the Collateral may be permitted to secure other Debt.
Financial Xxxxxx. Except in accordance with the hedging practices as described in Schedule 5.22, Seller is not currently a party to any financial xxxxxx, futures contracts, options contracts, or other derivatives transactions in respect of Seller’s gas supply portfolios for the Business. Schedule 5.22(a), to be attached to this Agreement fifteen (15) days prior to the Closing, will set forth a list of all financial xxxxxx, future contracts, options or other derivative transactions in respect of Seller’s gas supply portfolio for the Business to which Seller is a party as of the date thereof.
Financial Xxxxxx. 61 9.28 Affiliate Subordination Agreements . . . . . . . . . . . . . . . . . . 62 9.29
Financial Xxxxxx. Except as set forth on Schedule 4.02(w), Company has no financial xxxxxx, futures contracts, options contracts, or other similar derivative transactions.
Financial Xxxxxx. To the extent any Lender or any Affiliate of a Lender issues a Financial Hedge in accordance with the requirements of the Loan Documents and accepts the benefits of the Liens in the Collateral arising pursuant to the Collateral Documents, such Lender (for itself and on behalf of any such Affiliates) agrees (i) to appoint Bank of America, N.A., as its nominee and agent, to act for and on behalf of such Lender or Affiliate thereof in connection with the Collateral Documents and (ii) to be bound by the terms of this SECTION 12; whereupon all references to "LENDER" in this SECTION 12 and in the Collateral Documents shall include, on any date of determination, any Lender or Affiliate of a Lender that is party to a then-effective Financial Hedge which complies with the requirements of the Loan Documents. Additionally, if the Obligation owed to any Lender or Affiliate of a Lender consists SOLELY of Debt arising under a Financial Hedge (such Lender or Affiliate being referred to in this SECTION 12.12 as an "ISSUING LENDER"), then such Issuing Lender (by accepting the benefits of any Collateral Documents) acknowledges and agrees that pursuant to the Loan Documents and without notice to or consent of such Issuing Lender: (i) Liens in the Collateral may be released in whole or in part;
Financial Xxxxxx. Borrower shall, within 60 days from the date hereof, enter into Financial Xxxxxx in a form and upon terms acceptable to Administrative Agent, issued by one or more Lenders or an institution acceptable to Administrative Agent with a duration of a period of at least two years, with respect to at least fifty percent (50%) of the Debt of the Companies and Parent outstanding on the Closing Date; PROVIDED, HOWEVER, that (a) the protected rate shall be no greater than 2.0% above the all-in rate on the Closing Date hereof; (b) to the extent any Lender issues a Financial Hedge in compliance with the requirements of this SECTION 9.27, such Lender may be granted a Lien in the Collateral to the extent of such Lender's credit exposure under such Financial Hedge which is PARI PASSU with that of Administrative Agent on behalf of Lenders; (c) each such Lender issuing a Financial Hedge shall calculate its credit exposure in a reasonable and customary manner; and (d) all documentation for such Financial Hedge shall conform to ISDA standards and must be acceptable to Administrative Agent with respect to intercreditor issues. If Borrower enters into a Financial Hedge which meets or exceeds the minimum qualifications in this SECTION 9.27 and does not result in a Default or Potential Default under the Loan Papers, the consent of Administrative Agent to such terms shall not be unreasonably withheld.
Financial Xxxxxx. The Companies shall, within 60 days from the date hereof, enter into Financial Xxxxxx in a form and upon terms acceptable to Administrative Agent, issued by one or more Lenders or an institution acceptable to Administrative Agent with a duration of a period of at least two years, with respect to at least fifty percent (50%) of the Total Debt of the Companies outstanding on the Closing Date; PROVIDED, HOWEVER, that (a) the protected rate shall be no greater than 2.5% above the all-in rate on the Closing Date hereof; (b) to the extent any Lender issues a Financial Hedge in compliance with the requirements of this SECTION 9.27, such Lender shall be granted a Lien in the Collateral to the extent of such Lender's credit exposure under such Financial Hedge which is PARI PASSU with that of Collateral Agent on behalf of Lenders and the Revolver/Acquisition Lenders; (c) each such Lender issuing a Financial Hedge shall calculate its credit exposure in a reasonable and customary manner; and (d) all documentation for such Financial Hedge shall conform to ISDA standards and must be acceptable to Administrative Agent and Collateral Agent with respect to intercreditor issues.
Financial Xxxxxx. 81 SECTION 13 MISCELLANEOUS.............................................................................. 81 13.1 Headings................................................................................... 81 13.2
Financial Xxxxxx. (a) The Companies shall, within 120 days from the date hereof, enter into Financial Xxxxxx in a form and upon terms acceptable to Administrative Agent, issued by one or more Lenders or an institution acceptable to Administrative Agent with a duration of a period of at least three (3) years, which ensure that the net interest cost to Borrower is fixed, capped, or hedged with respect to at least $40,000,000 of the Obligation at any time and from time to time.
Financial Xxxxxx. Each of the Financial Xxxxxx identified on Schedule 5.23 (a) has been entered into solely in connection with, or allocated solely to, the gas supply portfolio serving the Natural Gas Distribution Business, and (b) has been applied to the gas supply portfolio serving the Natural Gas Distribution Business in conformance with the PUC's rules and regulations, including the purchased gas adjustment rules. At Closing, Schedule 5.23 will also identify each Financial Hedge to be included in the Purchased Assets or that will be liquidated pursuant to Section 7.4(c)(ii).
