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

Secured Hedging Agreements and Secured Cash Management Agreements. The benefit of the Security Documents and of the provisions of this Agreement relating to any Collateral securing the Obligations shall also extend to and be available to the Hedging Banks with respect to any Secured Hedging Agreement including any Hedging Agreement in existence prior to the date hereof, but excluding any additional transactions or confirmations entered into (a) after such Hedging Bank ceases to be a Lender or an Affiliate of a Lender or (b) after assignment by a Hedging Bank to another Hedging Bank that is not a Lender or an Affiliate of a Lender. No Cash Management Bank or Hedging Bank that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Security Document shall have 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 Lender and, in such case, only to the extent expressly provided in the Loan Documents. No Person that is party to a Secured Hedging Agreement pursuant to clause (b) of the definition thereof that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Security Document shall have 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). Notwithstanding any other provision of this Article IX 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, Secured Cash Management Agreements and Secured Hedging Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedging Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank, Hedging Bank or Person that is party to a Secured Hedging Agreement pursuant to clause (b) of the definition thereof, as the case may be.

Secured Hedging Agreements and Secured Cash Management Agreements. (a) The benefit Borrower and any Hedge Bank or Cash Management Bank (the “Secured Bank Product Counterparty”) may from time to time designate the obligations in respect of a Hedging Agreement or Cash Management Agreement to which they are parties as being “Secured Hedging Agreements” or “Secured Cash Management Agreements,” as applicable, upon written notice (a “Designation Notice”) to the Administrative Agent from the Borrower and the Secured Bank Product Counterparty, in form reasonably acceptable to the Administrative Agent, which Designation Notice shall include (i) a description of such Hedging Agreement or Cash Management Agreement and (ii) the maximum amount (expressed in Dollars) of the Security Documents Hedge Termination Value or Cash Management Obligations thereunder, if any, that is elected by the Borrower and of the provisions of this Agreement relating Secured Bank Product Counterparty to any Collateral securing constitute “Pari Passu Secured Bank Product Obligations” and as to which an equal reserve shall be taken against the Borrowing Base (each, a “Designated Pari Passu Amount” and such Secured Hedge Obligations shall also extend to and be available or Cash Management Obligations (to the Hedging Banks extent of such Designated Pari Passu Amount), “Pari Passu Secured Bank Product Obligations”); provided that no such Designation Notice shall be effective and no such Designated Pari Passu Amount with respect to any Secured Hedging Agreement or Cash Management Agreement not in existence on the Closing Date shall constitute Pari Passu Secured Bank Product Obligations (and no such reserve shall be established by the Administrative Agent in connection therewith) to the extent that, at the time of delivery of the applicable Designation Notice and after giving effect to such Designated Pari Passu Amount (including to the reserve for Pari Passu Secured Bank Product Obligations to be established by the Administrative Agent in connection therewith), Excess Availability would be less than $25.0 million. (a) The Borrower and the applicable Secured Bank Product Counterparty may increase, decrease or terminate any Designated Pari Passu Amount in respect of a Hedging Agreement or Cash Management Agreement upon written notice to the Administrative Agent, in which case the Administrative Agent shall promptly make a corresponding adjustment to the reserve against the Borrowing Base with respect thereto; provided that any increase in a Designated Pari Passu Amount shall be deemed to be a new designation of a Designated Pari Passu Amount pursuant to a new Designation Notice and shall be subject to the limitations set forth in Section 9.11(a). For the avoidance of doubt, Secured Hedge Obligations and Cash Management Obligations under any Hedging Agreement or Cash Management Agreement designated pursuant to this Section 9.11 in existence prior to excess of the date hereofapplicable Designated Pari Passu Amount shall constitute Secured Hedge Obligations or Cash Management Obligations, as applicable, but excluding any additional transactions or confirmations entered into (a) after such Hedging Bank ceases shall be entitled to be a Lender or an Affiliate lesser priority of a Lender or payment as set forth in Section 2.18(b). (b) after assignment by a Hedging Bank to another Hedging Bank that is not a Lender No holder of Secured Hedge Obligations or an Affiliate of a Lender. No Secured Cash Management Bank or Hedging Bank Obligations that obtains the benefits of Section 8.03 2.18(b), any Guarantee of such obligations or any Collateral by virtue of the provisions hereof or of any Security other Loan Document shall have 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 Lender and, in such case, only to the extent expressly provided in the Loan Documents. No Person that is party to a Secured Hedging Agreement pursuant to clause (b) of the definition thereof that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Security Document shall have 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). Notwithstanding any other provision of this Article IX 9 to the contrary, (i) the Administrative Agent (including in its capacity as Collateral Agent) shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Obligations or Cash Management Agreements and Secured Hedging Agreements Obligations unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedging Agreementsthereof, together with such supporting documentation as the Administrative Agent may request, from the parties to the applicable Cash Management Bankagreements, Hedging and (ii) if Barclays (or an Affiliate thereof) is the Secured Bank or Person that is party to a Product Counterparty for any Secured Hedging Agreement pursuant or Secured Cash Management Agreement between Barclays (or such Affiliate) and any Loan Party, no Designation Notice shall be required to clause (b) of be delivered to the definition thereofAdministrative Agent in order for the Hedge Termination Value or Cash Management Obligations thereunder, as if any, to constitute “Pari Passu Secured Bank Product Obligations” and for an equal reserve to be taken against the case may beBorrowing Base.

Secured Hedging Agreements and Secured Cash Management Agreements. (a) The benefit Borrower and any Hedge Bank or Cash Management Bank (the “Secured Bank Product Counterparty”) may from time to time designate the obligations in respect of a Hedging Agreement or Cash Management Agreement to which they are parties as being “Secured Hedging Agreements” or “Secured Cash Management Agreements,” as applicable, upon delivery of a Bank Product Provider Agreement within 10 days after such Hedging Agreement or Cash Management Agreement is entered into by and between Holdings, the Borrower or any Subsidiary and such Secured Bank Product Counterparty (or, with respect to Hedging Agreements or Cash Management Agreements in effect on the Closing Date, within 10 days after the Closing Date) to the Administrative Agent from the Borrower and the Secured Bank Product Counterparty, which Bank Product Provider Agreement shall include (i) a description of such Hedging Agreement or Cash Management Agreement and (ii) the maximum amount (expressed in Dollars) of the Security Documents Hedge Termination Value or Cash Management Obligations thereunder, if any, that is elected by the Borrower and of the provisions of this Agreement relating Secured Bank Product Counterparty to any Collateral securing constitute “Pari Passu Secured Bank Product Obligations” and as to which an equal reserve shall be taken against the Borrowing Base (each, a “Designated Pari Passu Amount” and such Secured Hedge Obligations shall also extend to and be available or Cash Management Obligations (to the Hedging Banks extent of such Designated Pari Passu Amount), “Pari Passu Secured Bank Product Obligations”); provided that, unless the Administrative Agent otherwise agrees in its sole discretion, no such Designated Pari Passu Amount with respect to any Secured Hedging Agreement including any Hedging or Cash Management Agreement not in existence prior on the Closing Date shall constitute Pari Passu Secured Bank Product Obligations (and no such reserve shall be established by the Administrative Agent in connection therewith) to the date hereofextent that, but excluding at the time of delivery of the applicable Bank Product Provider Agreement and after giving effect to such Designated Pari Passu Amount (including to the reserve for Pari Passu Secured Bank Product Obligations to be established by the Administrative Agent in connection therewith), an Availability Triggering Event shall have occurred and be continuing; provided further that if, at any additional transactions or confirmations entered into (a) after such Hedging Bank time, a Lender ceases to be a Lender or an Affiliate of under this Agreement, then, from and after the date on which it ceases to be a Lender hereunder, neither it nor any of its Affiliates shall constitute Secured Bank Product Counterparties and the obligations with respect to Secured Hedging Agreements and Cash Management Agreements provided by such former Lender or any of its Affiliates shall no longer constitute Secured Hedge Obligations, Cash Management Obligations or Pari Passu Secured Bank Product Obligations. (b) after assignment by The Borrower and the applicable Secured Bank Product Counterparty may increase, decrease or terminate any Designated Pari Passu Amount in respect of a Hedging Bank Agreement or Cash Management Agreement upon written notice to another Hedging Bank the Administrative Agent, in which case the Administrative Agent shall promptly make a corresponding adjustment to the reserve against the Borrowing Base with respect thereto; provided that is not any increase in a Lender or an Affiliate Designated Pari Passu Amount shall be deemed to be a new designation of a LenderDesignated Pari Passu Amount pursuant to a new Bank Product Provider Agreement and shall be subject to the limitations set forth in Section 9.11(a). No For the avoidance of doubt, Secured Hedge Obligations and Cash Management Bank Obligations under any Hedging Agreement or Hedging Bank Cash Management Agreement designated pursuant to this Section 9.11 in excess of the applicable Designated Pari Passu Amount shall constitute Secured Hedge Obligations or Cash Management Obligations, as applicable, but shall be entitled to a lesser priority of payment as set forth in Section 2.18(b). (c) No holder of Secured Hedge Obligations or Cash Management Obligations that obtains the benefits of Section 8.03 2.18(b), any Guarantee of such obligations or any Collateral by virtue of the provisions hereof or of any Security other Loan Document shall have 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 Lender and, in such case, only to the extent expressly provided in the Loan Documents. No Person that is party to a Secured Hedging Agreement pursuant to clause (b) of the definition thereof that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Security Document shall have 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). Notwithstanding any other provision of this Article IX 9 to the contrary, (i) the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Obligations or Cash Management Agreements and Secured Hedging Agreements Obligations unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedging Agreementsthereof, together with such supporting documentation as the Administrative Agent may request, from the parties to the applicable Cash Management Bankagreements, Hedging and (ii) if Xxxxx Fargo (or an Affiliate thereof) is the Secured Bank or Person that is party to a Product Counterparty for any Secured Hedging Agreement pursuant or Secured Cash Management Agreement between Xxxxx Fargo (or such Affiliate) and any Loan Party, no Bank Product Provider Agreement shall be required to clause (b) of be delivered to the definition thereofAdministrative Agent in order for the Hedge Termination Value or Cash Management Obligations thereunder, as if any, to constitute “Pari Passu Secured Bank Product Obligations” and for an equal reserve to be taken against the case may beBorrowing Base.

Secured Hedging Agreements and Secured Cash Management Agreements. (a) The benefit Borrower and any Hedge Bank or Cash Management Bank (the “Secured Bank Product Counterparty”) may from time to time designate the obligations in respect of a Hedging Agreement or Cash Management Agreement to which they are parties as being “Secured Hedging Agreements” or “Secured Cash Management Agreements,” as applicable, upon delivery of a Bank Product Provider Agreement within 10 days after such Hedging Agreement or Cash Management Agreement is entered into by and between Holdings, the Borrower or any of their SubsidiariesCovenant Party and such Secured Bank Product Counterparty (or, with respect to Hedging Agreements or Cash Management Agreements in effect on the Closing Date, within 10 days after the Closing Date) to the Administrative Agent from the Borrower and the Secured Bank Product Counterparty, which Bank Product Provider Agreement shall include (i) a description of such Hedging Agreement or Cash Management Agreement and (ii) the maximum amount (expressed in Dollars) of the Security Documents Hedge Termination Value or Cash Management Obligations thereunder, if any, that is elected by the Borrower and of the provisions of this Agreement relating Secured Bank Product Counterparty to any Collateral securing constitute “Pari Passu Secured Bank Product Obligations” and as to which an equal reserve shall be taken against the Borrowing Base (each, a “Designated Pari Passu Amount” and such Secured Hedge Obligations shall also extend to and be available or Cash Management Obligations (to the Hedging Banks extent of such Designated Pari Passu Amount), “Pari Passu Secured Bank Product Obligations”); provided that, unless the Administrative Agent otherwise agrees in its sole discretion, no such Designated Pari Passu Amount with respect to any Secured Hedging Agreement including any Hedging or Cash Management Agreement not in existence prior on the Closing Date shall constitute Pari Passu Secured Bank Product Obligations (and no such reserve shall be established by the Administrative Agent in connection therewith) to the date hereofextent that, but excluding at the time of delivery of the applicable Bank Product Provider Agreement and after giving effect to such Designated Pari Passu Amount (including to the reserve for Pari Passu Secured Bank Product Obligations to be established by the Administrative Agent in connection therewith), an Availability Triggering Event shall have occurred and be continuing; provided further that if, at any additional transactions or confirmations entered into (a) after such Hedging Bank time, a Lender ceases to be a Lender or an Affiliate of under this Agreement, then, from and after the date on which it ceases to be a Lender hereunder, neither it nor any of its Affiliates shall constitute Secured Bank Product Counterparties and the obligations with respect to Secured Hedging Agreements and Cash Management Agreements provided by such former Lender or any of its Affiliates shall no longer constitute Secured Hedge Obligations, Cash Management Obligations or Pari Passu Secured Bank Product Obligations. (b) after assignment by The Borrower and the applicable Secured Bank Product Counterparty may increase, decrease or terminate any Designated Pari Passu Amount in respect of a Hedging Bank Agreement or Cash Management Agreement upon written notice to another Hedging Bank the Administrative Agent, in which case the Administrative Agent shall promptly make a corresponding adjustment to the reserve against the Borrowing Base with respect thereto; provided that is not any increase in a Lender or an Affiliate Designated Pari Passu Amount shall be deemed to be a new designation of a LenderDesignated Pari Passu Amount pursuant to a new Bank Product Provider Agreement and shall be subject to the limitations set forth in Section 9.11(a). No For the avoidance of doubt, Secured Hedge Obligations and Cash Management Bank Obligations under any Hedging Agreement or Hedging Bank Cash Management Agreement designated pursuant to this Section 9.11 in excess of the applicable Designated Pari Passu Amount shall constitute Secured Hedge Obligations or Cash Management Obligations, as applicable, but shall be entitled to a lesser priority of payment as set forth in Section 2.18(b). (c) No holder of Secured Hedge Obligations or Cash Management Obligations that obtains the benefits of Section 8.03 2.18(b), any Guarantee of such obligations or any Collateral by virtue of the provisions hereof or of any Security other Loan Document shall have 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 Lender and, in such case, only to the extent expressly provided in the Loan Documents. No Person that is party to a Secured Hedging Agreement pursuant to clause (b) of the definition thereof that obtains the benefits of Section 8.03 or any Collateral by virtue of the provisions hereof or of any Security Document shall have 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). Notwithstanding any other provision of this Article IX 9 to the contrary, (i) the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Hedge Obligations or Cash Management Agreements and Secured Hedging Agreements Obligations unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedging Agreementsthereof, together with such supporting documentation as the Administrative Agent may request, from the parties to the applicable Cash Management Bankagreements, Hedging and (ii) if Xxxxx Fargo (or an Affiliate thereof) is the Secured Bank or Person that is party to a Product Counterparty for any Secured Hedging Agreement pursuant or Secured Cash Management Agreement between Xxxxx Fargo (or such Affiliate) and any Loan Party, no Bank Product Provider Agreement shall be required to clause (b) of be delivered to the definition thereofAdministrative Agent in order for the Hedge Termination Value or Cash Management Obligations thereunder, as if any, to constitute “Pari Passu Secured Bank Product Obligations” and for an equal reserve to be taken against the case may beBorrowing Base.