Common use of Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements Clause in Contracts

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time prior to or within 15 days after any Loan Party enters into any Hedging Agreement or Cash Management Agreement, or in the case of Hedging Agreements or Cash Management Agreements in effect on the Funding Date, within 15 days of the Funding Date, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, Holdings may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral Agents) (to be acknowledged by the Administrative Agent and Co-Collateral Agents) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Hedging Agreement” or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”, so long as the following conditions are satisfied:

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time prior to or within 15 days after any Loan Credit Party enters shall enter into any Hedging Agreement or any Cash Management Agreement, the applicable Credit Party and the Lender (or in the case of Hedging Agreements or Cash Management Agreements in effect on the Funding Date, within 15 days of the Funding DateAffiliate thereof) party thereto shall, if the applicable Loan Party and counterparty desire it wishes that the monetary obligations in respect of such respective Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, Holdings may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral Agents) (to be acknowledged by the Administrative Agent and Co-Collateral Agents) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement be treated as pari passu with the Loan Document Obligations an Obligation with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02the respective Security Documents, notify the Administrative Agent in writing (to be acknowledged by the Administrative Agent) that (x) such Hedging Agreement is to be a “Qualified Secured Hedging Agreement” or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”, so long . Until such time as the following conditions applicable Credit Party and Lender (or Affiliate thereof) delivers (and the Administrative Agent acknowledges) such notice as described above, such Hedging Agreement or Cash Management Agreement shall not constitute a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the case may be. The parties hereto understand and agree that the provisions of this Section 13.22 are satisfied:made for the benefit of the Lenders and their affiliates which become parties to Qualified Secured Hedging Agreements or Qualified Secured Cash Management Agreements, and agree that any amendments or modifications to the provisions of this Section 13.22 shall not be effective with respect to any Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the case may be, entered into prior to the date of respective amendment or modification of this Section 13.22 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Secured Hedging Agreement as a Qualified Secured Hedging Agreement or a Secured Cash Management Agreement as a Qualified Secured Cash Management Agreement, no provider or holder of any such Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement 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 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 Documents, including without limitation, as to any matter relating to the Collateral or the release of Collateral or guarantors. The Administrative Agent accepts no responsibility and shall have no liability for the calculation of the exposure owing by the Credit Parties under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement or the amount of Qualified Secured Hedging Agreement Reserve or of any Qualified Secured Hedging Agreement Reserve and/or Qualified Secured Cash Management Agreement Reserve, and shall be entitled in all cases to rely on the applicable Lender (or Affiliate thereof) and the applicable Credit Party party to such agreement for the calculation thereof. Such Lender (or Affiliate thereof) and the applicable Credit Party party to any such agreement each agrees to provide the Administrative Agent with the calculations of all such exposures and reserves, if any, at such times as the Administrative Agent shall reasonably request, and in any event, not less than monthly (unless other agreed to by the Administrative Agent).

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time On or prior to or within 15 days after the date on which any Loan ABL Credit Party enters shall enter into any Secured Hedging Agreement or any Secured Cash Management Agreement, or within 30 days after the entering into of the respective such agreement (or in the case of any Secured Hedging Agreements Agreement or any Secured Cash Management Agreements in effect Agreement existing on the Funding Effective Date, within 15 30 days of the Funding Effective Date, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02), Holdings may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral Agents) (to be acknowledged by the Administrative Agent and Co-Collateral Agents) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” andshall, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement or Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, notify the Administrative Agent in writing whether (x) such Secured Hedging Agreement is to be a “Qualified Secured Hedging Agreement” or (y) such Secured Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”. If Holdings shall fail to deliver such notice within the time period described above, so long such Secured Hedging Agreement or Secured Cash Management Agreement shall not constitute a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the following conditions case may be. The parties hereto understand and agree that the provisions of this Section 13.22 are satisfied:made for the benefit of the Lenders and their affiliates 227 which become parties to Secured Hedging Agreements or Secured Cash Management Agreements, and agree that any amendments or modifications to the provisions of this Section 13.22 shall not be effective with respect to any Secured Hedging Agreement or Secured Cash Management Agreement, as the cash may be, entered into prior to the date of respective amendment or modification of this Section 13.22 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Secured Hedging Agreement as a Qualified Secured Hedging Agreement or a Secured Cash Management Agreement as a Qualified Secured Cash Management Agreement, no provider or holder of any such Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement 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 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 without limitation, as to any matter relating to the Collateral or the release of Collateral or guarantors. The Administrative Agent accepts no responsibility and shall have no liability for the calculation of the exposure owing by the Credit Parties under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement or the amount of any Qualified Secured Hedging Agreement Reserve and/or Qualified Secured Cash Management Agreement Reserve, and shall be entitled in all cases to rely on the applicable Lender (or affiliate thereof) and the applicable Credit Party party to such agreement for the calculation thereof. Such Lender (or affiliate thereof) and the applicable Credit Party party to any such agreement each agrees to provide the Administrative Agent and the Co-Collateral Agents with the calculations of all such exposures and reserves, if any, at such times as the Administrative Agent or the Co-Collateral Agents shall reasonably request, and in any event, not less than monthly (unless otherwise agreed to by the Administrative Agent and the Co-Collateral Agents).

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time prior to or within 15 days after any Loan Party enters shall enter into any Hedging Agreement or any Cash Management Agreement, or in the case of Hedging Agreements or Cash Management Agreements in effect on the Funding Date, within 15 days of the Funding Date, if the applicable Loan Party and counterparty desire the Lender (or Affiliate thereof) party thereto shall, if it wishes that the monetary obligations in respect of such respective Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, Holdings may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral Agents) (to be acknowledged by the Administrative Agent and Co-Collateral Agents) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement be treated as pari passu with the Loan Document Obligations an Obligation with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02the respective Security Documents, notify the Administrative Agent in writing (to be acknowledged by the Administrative Agent) that (x) such Hedging Agreement is to be a “Qualified Secured Hedging Agreement” or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”, so long . Until such time as the following conditions applicable Loan Party and Lender (or Affiliate thereof) delivers (and the Administrative Agent acknowledges) such notice as described above, such Hedging Agreement or Cash Management Agreement shall not constitute a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the case may be. The parties hereto understand and agree that the provisions of this Section 12.20 are satisfied:made for the benefit of the Lenders and their affiliates which become parties to Qualified Secured Hedging Agreements or Qualified Secured Cash Management Agreements, and agree that any amendments or modifications to the provisions of this Section 12.20 shall not be effective with respect to any Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the case may be, entered into prior to the date of respective amendment or modification of this Section 12.20 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Hedging Agreement as a Qualified Secured Hedging Agreement or a Cash Management Agreement as a Qualified Secured Cash Management Agreement, no provider or holder of any such Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement 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 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 Loan Documents, including without limitation, as to any matter relating to the Collateral or the release of Collateral or guarantors. The Administrative Agent accepts no responsibility and shall have no liability for the calculation of the exposure owing by the Loan Parties under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement or the amount of the Qualified Secured Hedging Agreement Reserve, and/or the Qualified Secured Cash Management Agreement Reserve, and shall be entitled in all cases to rely on the applicable Lender (or Affiliate thereof) and the applicable Loan Party party to such agreement for the calculation thereof. Such Lender (or Affiliate thereof) and the applicable Loan Party party to any such agreement each agrees to provide the Administrative Agent with the calculations of all such exposures and reserves, if any, at such times as the Administrative Agent shall reasonably request, and in any event, not less than monthly (unless otherwise agreed to by the Administrative Agent). Each provider of a Qualified Secured Hedging Agreements or Qualified Secured Cash Management Agreement by delivery of a notice to the Administrative Agent of such Qualified Secured Hedging Agreements or Qualified Secured Cash Management Agreement, agrees to indemnify and hold harmless Agent Indemnitees, to the extent not reimbursed by the Loan Parties, against any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Agent Indemnitee in connection with such provider’s Qualified Secured Hedging Agreements or Qualified Secured Cash Management Agreement, except to the extent that any such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from the Administrative Agent’s own gross negligence or willful misconduct.

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time On or prior to or within 15 days after the date on which any Loan Party enters Obligor shall enter into any Secured Hedging Agreement or any Secured Cash Management Agreement, or in the case of Hedging Agreements or Cash Management Agreements in effect on the Funding Date, within 15 days of the Funding Date, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, Holdings may notify the Administrative Obligors’ Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral Agents) (to be acknowledged by the Administrative Agent and Co-Collateral Agents) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” andshall, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement or Secured Cash Management Agreement be treated as pari passu with the Loan Credit Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, notify the Administrative Agent in writing whether (x) such Secured Hedging Agreement is to be a “Qualified Secured Hedging Agreement” or (y) such Secured Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”. If the Obligors’ Agent shall fail to deliver such notice within the time period described above, so long such Secured Hedging Agreement or Secured Cash Management Agreement shall not constitute a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the following conditions case may be. Each Borrower, each Guarantor and the Security Agent, each Hedging Creditor (pursuant to the relevant intercreditor agreement) and each Cash Management Creditor (pursuant to the relevant intercreditor agreement) (as applicable) shall execute and deliver to the Administrative Agent and the Security Agent such additional Security Documents and/or amendments to the Security Documents which are satisfied:necessary to ensure that all Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements are secured by each relevant Security Document (the “Hedging/Cash Management Security Documents”). The parties hereto understand and agree that the provisions of this Section 13.21 are made for the benefit of the Hedging Creditors and the Cash Management Creditors which become parties to Secured Hedging Agreements or Secured Cash Management Agreements, and agree that any amendments or modifications to the provisions of this Section 13.21 shall not be effective with respect to any Secured Hedging Agreement or Secured Cash Management Agreement, as the case may be, entered into prior to the date of respective amendment or modification of this Section 13.21 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Secured Hedging Agreement as a Qualified Secured Hedging Agreement or a Secured Cash Management Agreement as a Qualified Secured Cash Management Agreement, no provider or holder of any such Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement 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 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 without limitation, as to any matter relating to the Collateral or the release of Collateral or guarantors. The Administrative Agent accepts no responsibility and shall have no liability for the calculation of the exposure 173 owing by the Obligors under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement or the amount of any Hedge Product Reserve and/or Bank Product Reserve, and shall be entitled in all cases to rely on the applicable Secured Party (or Affiliate thereof) and the applicable Obligor party to such agreement for the calculation thereof. Such Secured Party (or Affiliate thereof) party to any such Qualified Secured Cash Management Agreement agrees to provide the Administrative Agent, the Security Agent and the Co-Collateral Agents with the maximum exposure under such agreements at the time of such designation as a Qualified Secured Cash Management Agreement (and the Co-Collateral Agents shall reserve for such amounts). Such Secured Party (or Affiliate thereof) party to any Qualified Secured Hedging Agreement agrees to provide the Administrative Agent, the Security Agent and the Co-Collateral Agents with the calculations of all such exposures and reserves, if any, at such times as the Administrative Agent, the Security Agent or the Co-Collateral Agents shall reasonably request, and in any event, at least weekly (unless otherwise agreed to by the Administrative Agent and the Co-Collateral Agents). The applicable Secured Party (or Affiliate thereof) understands and agrees that the amount of exposures secured under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement shall be limited (as Primary Obligations) to the exposures as notified pursuant to the preceding two sentences.

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time On or prior to or within 15 days after the date on which any Loan Party enters Obligor shall enter into any Secured Hedging Agreement or any Secured Cash Management Agreement, or in the case of Hedging Agreements or Cash Management Agreements in effect on the Funding Date, within 15 days of the Funding Date, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, Holdings may notify the Administrative Obligors’ Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral Agents) (to be acknowledged by the Administrative Agent and Co-Collateral Agents) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” andshall, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement or Secured Cash Management Agreement be treated as pari passu with the Loan Credit Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, notify the Administrative Agent in writing whether (x) such Secured Hedging Agreement is to be a “Qualified Secured Hedging Agreement” or (y) such Secured Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”. If the Obligors’ Agent shall fail to deliver such notice within the time period described above, so long such Secured Hedging Agreement or Secured Cash Management Agreement shall not constitute a Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement, as the following conditions case may be. Each Borrower, each Guarantor and the Security Agent, each Hedging Creditor (pursuant to the relevant intercreditor agreement) and each Cash Management Creditor (pursuant to the relevant intercreditor agreement) (as applicable) shall execute and deliver to the Administrative Agent and the Security Agent such additional Security Documents and/or amendments to the Security Documents which are satisfied:necessary to ensure that all Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements are secured by each relevant Security Document (the “Hedging/Cash Management Security Documents”). The parties hereto understand and agree that the provisions of this Section 13.21 are made for the benefit of the Hedging Creditors and the Cash Management Creditors which become parties to Secured Hedging Agreements or Secured Cash Management Agreements, and agree that any amendments or modifications to the provisions of this Section 13.21 shall not be effective with respect to any Secured Hedging Agreement or Secured Cash Management Agreement, as the case may be, entered into prior to the date of respective amendment or modification of this Section 13.21 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Secured Hedging Agreement as a Qualified Secured Hedging Agreement or a Secured Cash Management Agreement as a Qualified Secured Cash Management Agreement, no provider or holder of any such Qualified Secured Hedging Agreement or Qualified Secured Cash Management Agreement 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 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 without limitation, as to any matter relating to the Collateral or the release of Collateral or guarantors. The Administrative Agent accepts no responsibility and shall have no liability for the calculation of the exposure owing by the Obligors under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement or the amount of any Hedge Product Reserve and/or Bank Product Reserve, and shall be entitled in all cases to rely on the applicable Secured Party (or Affiliate thereof) and the applicable Obligor party to such agreement for the calculation thereof. Such Secured Party (or Affiliate thereof) party to any such Qualified Secured Cash Management Agreement agrees to provide the Administrative Agent, the Security Agent and the Co-Collateral Agents with the maximum exposure under such agreements at the time of such designation as a Qualified Secured Cash Management Agreement (and the Co-Collateral Agents shall reserve for such amounts). Such Secured Party (or Affiliate thereof) party to any Qualified Secured Hedging Agreement agrees to provide the Administrative Agent, the Security Agent and the Co-Collateral Agents with the calculations of all such exposures and reserves, if any, at such times as the Administrative Agent, the Security Agent or the Co-Collateral Agents shall reasonably request, and in any event, at least weekly (unless otherwise agreed to by the Administrative Agent and the Co-Collateral Agents). The applicable Secured Party (or Affiliate thereof) understands and agrees that the amount of exposures secured under any such Qualified Secured Hedging Agreement and/or Qualified Secured Cash Management Agreement shall be limited (as Primary Obligations) to the exposures as notified pursuant to the preceding two sentences.

Qualified Secured Hedging Agreements and Qualified Secured Cash Management Agreements. (a) At any time prior to or within 15 days after any Loan Party enters into any Hedging Agreement or Cash Management Agreement, or in the case of Hedging Agreements or Cash Management Agreements in effect on the Funding Effective Date, within 15 days of the Funding Effective Date, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Hedging Agreement or the monetary obligations in respect of such Cash Management Agreement be treated as a “Hedging Obligations” or “Cash Management Services Obligations”, as applicable, hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, Holdings AbitibiBowaterResolute may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Co-Collateral AgentsAgent) (to be acknowledged by the Administrative Agent and Co-the Collateral AgentsAgent) that (x) such Hedging Agreement is to be a “Secured Hedging Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Hedging Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Hedging Agreement” or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” and, if it wishes that the monetary obligations in respect of the respective Secured Cash Management Agreement be treated as pari passu with the Loan Document Obligations with respect to the priority of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in Section 11.02, a “Qualified Secured Cash Management Agreement”, so long as the following conditions are satisfied: