Qualified Hedging Agreements Clause Samples

Qualified Hedging Agreements. (a) At any time prior to or within 15 days after any Credit Party enters into any Hedging Agreement with a Lender Counterparty, or in the case of Hedging Agreements with a Lender Counterparty in effect on the Closing Date, within 15 days of the Closing Date, if the applicable Credit Party and Lender Counterparty desire that the monetary obligations in respect of such Hedging Agreement be treated pari passu with the Obligations with respect to the priority of payment of proceeds of the Collateral as provided in the waterfall provisions set forth in the Pledge and Security Agreement, the Borrower may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Collateral Agent) (to be acknowledged by the Administrative Agent and the Collateral Agent) that such Hedging Agreement is to be a “Qualified Hedging Agreement”. (b) Until such time as the Borrower delivers (and the Administrative Agent and the Collateral Agent acknowledge) such notice as described above, such Hedging Agreement shall not constitute a Qualified Hedging Agreement. The parties hereto understand and agree that the provisions of this Section 10.22 are made for the benefit of the Lenders and their Affiliates which become parties to Hedging Agreements, and agree that any amendments or modifications to the provisions of this Section 10.22 shall not be effective with respect to any Hedging Agreement entered into prior to the date of the respective amendment or modification of this Section 10.22 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Hedging Agreement as a Qualified Hedging Agreement, no provider or holder of any such Qualified Hedging Agreement (in its capacity as such) shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider of such agreements or the Revolving Obligations owing thereunder, nor shall their consent be required (other than in their capacities as a Lender to the extent applicable) for any matter hereunder or under any of the other Credit Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantor Subsidiaries. The Administrative Agent and the Collateral Agent accept no responsibility and shall have no liability for the calculation of the exposure owing by the Credit Parties under any such Qualified Hedging Agreement, and shall be entitled in all cases to r...