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

Secured Swap Agreements and Secured Cash Management Agreements. At any time prior to or within 30 days after any Loan Party enters into any Swap Agreement or Cash Management Agreement, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Swap Agreement or the Cash Management Obligations in respect of such Cash Management Agreement be treated as an “Obligation” hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in the applicable Security Documents, the Borrower and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, may notify the Administrative Agent and the Collateral Agent in writing (to be acknowledged by the Administrative Agent and the Collateral Agent (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) that (x) such Swap Agreement is to be a “Secured Swap Agreement” (a “Secured Swap Agreement”) or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” (a “Secured Cash Management Agreement”), so long as the following conditions are satisfied: (i) in the case of a Swap Agreement, such Swap Agreement is entered into with a Qualified Counterparty; and (ii) in the case of Cash Management Agreements, such Cash Management Agreement is with a counterparty that is the Administrative Agent, the Lead Arrangers or a Lender or an Affiliate of the Administrative Agent, the Lead Arrangers or a Lender. Until such time as the Borrower and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, deliver (and each of the Administrative Agent and Collateral Agent acknowledges (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) such notice as described above, such Swap Agreement or Cash Management Agreement shall not constitute a Secured Swap Agreement or Secured Cash Management Agreement, as the case may be. The parties hereto understand and agree that the provisions of this Section 12.19 are made for the benefit of the Administrative Agent, the Lead Arrangers, each Lender and their respective Affiliates, which become parties to Secured Swap Agreements or Secured Cash Management Agreements, as applicable, and agree that any amendments or modifications to the provisions of this Section 12.19 shall not be effective with respect to any Secured Swap Agreement or Secured Cash Management Agreement, as the case may be, entered into prior to the date of the respective amendment or modification of this Section 12.19 (without the written consent of the relevant parties thereto). None of the Administrative Agent or the Collateral Agent accepts responsibility and none of them shall have liability for the calculation of the exposure owing by the Loan Parties under any such Secured Swap Agreement and/or Secured Cash Management Agreement, and each of the Administrative Agent and the Collateral Agent shall be entitled in all cases to rely on the applicable notice provided by Borrower and the applicable counterparty to such Swap Agreement or Cash Management Agreement as set forth above. No Secured Party that obtains the benefits of the Guarantee or any Collateral by virtue of the provisions hereof or 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 or the Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents.

Secured Swap Agreements and Secured Cash Management Agreements. At any time prior to or within 30 days after any Loan Party enters into any Swap Agreement or Cash Management Agreement, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Swap Agreement or the Cash Management Obligations in respect of such Cash Management Agreement be treated as an “Obligation” hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in the applicable Security Documents, the Borrower Agent and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, may notify the Administrative Agent and the Collateral Agent in writing (to be acknowledged by the Administrative Agent and the Collateral Agent (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) that (x) such Swap Agreement is to be a “Secured Swap Agreement” (a “Secured Swap Agreement”) or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” (a “Secured Cash Management Agreement”), so long as the following conditions are satisfied: (ia) in the case of a Swap Agreement, such Swap Agreement is entered into with a Qualified Counterparty; and; (iib) in the case of a Cash Management AgreementsAgreement, such Cash Management Agreement is with a counterparty that is the Administrative Agent, the Lead Arrangers Agent or a Lender or an Affiliate of the Administrative Agent, the Lead Arrangers Agent or a Lender; and (c) in the case of all such agreements, the obligations of the Loan Parties thereunder have not been designated as “Obligations” under and as defined in the Term Loan Documents. Until such time as the Borrower Agent and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, deliver (and each of the Administrative Agent and Collateral Agent acknowledges (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) such notice as described above, such Swap Agreement or Cash Management Agreement shall not constitute a Secured Swap Agreement or Secured Cash Management Agreement, as the case may be. The parties hereto understand and agree that the provisions of this Section 12.19 11.21 are made for the benefit of the Administrative Agent, the Lead Arrangers, each Lender and their respective Affiliates, which become parties to Secured Swap Agreements or Secured Cash Management Agreements, as applicable, and agree that any amendments or modifications to the provisions of this Section 12.19 11.21 shall not be effective with respect to any Secured Swap Agreement or Secured Cash Management Agreement, as the case may be, entered into prior to the date of the respective amendment or modification of this Section 12.19 11.21 (without the written consent of the relevant parties thereto). None of the The Administrative Agent or the Collateral Agent accepts no responsibility and none of them shall have no liability for the calculation of the exposure owing by the Loan Parties under any such Secured Swap Agreement and/or Secured Cash Management Agreement, and each of the Administrative Agent and the Collateral Agent shall be entitled in all cases to rely on the applicable notice provided by the Borrower Agent and the applicable counterparty to such Swap Agreement or Cash Management Agreement as set forth above. No Secured Party that obtains the benefits of the guarantee set forth in the Guarantee and Collateral Agreement or any Collateral by virtue of the provisions hereof or 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, an Issuing Bank, the Swing Line Lender or the Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents.

Secured Swap Agreements and Secured Cash Management Agreements. At any time prior to or within 30 days after any Loan Party enters into any Swap Agreement or Cash Management Agreement, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Swap Agreement or the Cash Management Obligations in respect of such Cash Management Agreement be treated as an “Obligation” hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in the applicable Security Documents, the Borrower Agent and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, may notify the Administrative Agent and the Collateral Agent in writing (to be acknowledged by the Administrative Agent and the Collateral Agent (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) that (x) such Swap Agreement is to be a “Secured Swap Agreement” (a “Secured Swap Agreement”) or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” (a “Secured Cash Management Agreement”), so long as the following conditions are satisfied: (ia) in the case of a Swap Agreement, such Swap Agreement is entered into with a Qualified Counterparty; and; (iib) in the case of a Cash Management AgreementsAgreement, such Cash Management Agreement is with a counterparty that is the Administrative Agent, the Lead Arrangers Agent or a Lender or an Affiliate of the Administrative Agent, the Lead Arrangers Agent or a Lender; and (c) in the case of all such agreements, the obligations of the Loan Parties thereunder have not been designated as “Obligations” under and as defined in the Term Loan Documents. Until such time as the Borrower Agent and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, deliver (and each of the Administrative Agent and Collateral Agent acknowledges (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) such notice as described above, such Swap Agreement or Cash Management Agreement shall not constitute a Secured Swap Agreement or Secured Cash Management Agreement, as the case may be. The parties hereto understand and agree that the provisions of this Section 12.19 11.21 are made for the benefit of the Administrative Agent, the Lead Arrangers, each Lender and their respective Affiliates, which become parties to Secured Swap Agreements or Secured Cash Management Agreements, as applicable, and agree that any amendments or modifications to the provisions of this Section 12.19 11.21 shall not be effective with respect to any Secured Swap Agreement or Secured Cash Management Agreement, as the case may be, entered into prior to the date of the respective amendment or 161 modification of this Section 12.19 11.21 (without the written consent of the relevant parties thereto). None of the The Administrative Agent or the Collateral Agent accepts no responsibility and none of them shall have no liability for the calculation of the exposure owing by the Loan Parties under any such Secured Swap Agreement and/or Secured Cash Management Agreement, and each of the Administrative Agent and the Collateral Agent shall be entitled in all cases to rely on the applicable notice provided by the Borrower Agent and the applicable counterparty to such Swap Agreement or Cash Management Agreement as set forth above. No Secured Party that obtains the benefits of the guarantee set forth in the Guarantee and Collateral Agreement or any Collateral by virtue of the provisions hereof or 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, an Issuing Bank, the Swing Line Lender or the Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents.

Secured Swap Agreements and Secured Cash Management Agreements. At any time prior to or within 30 days after any Loan Party enters into any Swap Agreement or Cash Management Agreement, if the applicable Loan Party and counterparty desire that the monetary obligations in respect of such Swap Agreement or the Cash Management Obligations in respect of such Cash Management Agreement be treated as an “Obligation” hereunder with rights in respect of payment of proceeds of the Collateral in accordance with the waterfall provisions set forth in the applicable Security Documents, the Borrower Agent and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, may notify the Administrative Agent and the Collateral Agent in writing (to be acknowledged by the Administrative Agent and the Collateral Agent (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) that (x) such Swap Agreement is to be a “Secured Swap Agreement” (a “Secured Swap Agreement”) or (y) such Cash Management Agreement is to be a “Secured Cash Management Agreement” (a “Secured Cash Management Agreement”), so long as the following conditions are satisfied: (ia) in the case of a Swap Agreement, such Swap Agreement is entered into with a Qualified Counterparty; and; (iib) in the case of a Cash Management AgreementsAgreement, such Cash Management Agreement is with a counterparty that is the Administrative Agent, the Lead Arrangers an Arranger or a Lender or an Affiliate of the Administrative Agent, the Lead Arrangers Arranger or a Lender; and 162 AMERICAS 94977503 (c) in the case of all such agreements, the obligations of the Loan Parties thereunder have not been designated as “Obligations” under and as defined in the Term Loan Credit Agreement. Until such time as the Borrower Agent and the counterparty to such Swap Agreement or Cash Management Agreement, as the case may be, deliver (and each of the Administrative Agent and Collateral Agent acknowledges (provided that the failure to provide such acknowledgement shall not affect the treatment of such Swap Agreement or Cash Management Agreement as a “Secured Swap Agreement” or “Secured Cash Management Agreement”, as applicable)) such notice as described above, such Swap Agreement or Cash Management Agreement shall not constitute a Secured Swap Agreement or Secured Cash Management Agreement, as the case may be. The parties hereto understand and agree that the provisions of this Section 12.19 11.21 are made for the benefit of the Administrative Agent, the Lead ArrangersArranger, each Lender and their respective Affiliates, which become parties to Secured Swap Agreements or Secured Cash Management Agreements, as applicable, and agree that any amendments or modifications to the provisions of this Section 12.19 11.21 shall not be effective with respect to any Secured Swap Agreement or Secured Cash Management Agreement, as the case may be, entered into prior to the date of the respective amendment or modification of this Section 12.19 11.21 (without the written consent of the relevant parties thereto). None of the The Administrative Agent or the Collateral Agent accepts no responsibility and none of them shall have no liability for the calculation of the exposure owing by the Loan Parties under any such Secured Swap Agreement and/or Secured Cash Management Agreement, and each of the Administrative Agent and the Collateral Agent shall be entitled in all cases to rely on the applicable notice provided by the Borrower Agent and the applicable counterparty to such Swap Agreement or Cash Management Agreement as set forth above. No Secured Party that obtains the benefits of the guarantee set forth in the Guarantee and Collateral Agreement or any Collateral by virtue of the provisions hereof or 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, an Issuing Bank, the Swing Line Lender or the Administrative Agent and, in such case, only to the extent expressly provided in the Loan Documents.