Common use of Security for Swap Documents with Former Lenders Clause in Contracts

Security for Swap Documents with Former Lenders. (a) If a Lender ceases to be a Lender under this Agreement (a “Former Lender”), all Swap Indebtedness owing to such Former Lender and its Affiliates under Swap Documents entered into while such Former Lender was a Lender shall remain secured by the Security (equally and rateably) to the extent that such Swap Indebtedness was secured by the Security prior to such Lender becoming a Former Lender subject, however, to the following provisions of this Section 4.8. For certainty, any Swap Indebtedness under Hedging Agreements entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by the Security. Notwithstanding the foregoing, while any Obligations remain outstanding under any Credit Facility, no Former Lender or any Affiliate thereof shall have any right to cause or require the enforcement of the Security or any right to participate in any decisions relating to the Security, including any decisions relating to the enforcement or manner of enforcement of the Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the Security; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Security while any Obligations remain outstanding under the Credit Facilities is to share, on a pari passu basis, in any proceeds of realization and enforcement of the Security as further contemplated in Section 14.5. If any amendment to this Section 4.8 is proposed that would adversely affect the rights of a Former Lender under this Agreement, then such amendment shall require the consent of each affected Former Lender. (b) Subject to Section 4.9, if any Swap Document remains outstanding after the Obligations are otherwise fully paid and satisfied and the Credit Facilities are cancelled, the Agent shall be entitled to discharge the Security; provided that: (i) at the request of any Swap Lender to the extent provided for in the applicable Hedging Agreement, but subject to paragraph (iii) below, the Borrower agrees to enter into margin arrangements with such Swap Lender under which the Borrower will be required to provide such Swap Lender with credit support in the form of cash or marketable securities with an aggregate value not less than the Swap Indebtedness then owing to such Swap Lender from time to time (to be determined pursuant to the definition of “Exposure” as contemplated by the 1994 form of Credit Support Annex published by ISDA but on the basis that Canadian Dollars is the “Termination Currency” for the purposes thereof); or (ii) to the extent not provided for in the applicable Hedging Agreement, at the request of any Swap Lender (which request may be made at any time after the Closing Date), but subject to paragraph (iii) below, the Borrower agrees to amend its ISDA Master Agreement with such Swap Lender to reflect the provisions of paragraph (i) above; (iii) the provisions of paragraph (i) and (ii) above shall survive repayment of the Obligations and termination of the Credit Facilities; and (iv) any Swap Lender may elect to expressly override the provisions in paragraphs (i) and (ii) above in its ISDA Master Agreement (or in any amendment thereto) by expressly contemplating the discharge of the Security and the consequences thereof; provided that no such election shall affect the rights of any other Swap Lender.

Security for Swap Documents with Former Lenders. (ai) If a Lender ceases to be a Lender under this Agreement (for purposes of this Section 5.1(j)(i), a “Former Lender”), all Swap Indebtedness Hedging Liabilities owing to such Former Lender and its Affiliates under Swap Documents Hedging Agreements entered into while such Former Lender was a Lender shall until the Security Release Date continue to constitute Obligations hereunder and shall remain secured by and pursuant to the Security Documents (equally and rateably) to the extent that such Swap Indebtedness was Obligations were secured by and pursuant to the Security Documents prior to such Lender becoming a Former Lender subjectLender, however, subject to the following provisions of this Section 4.85.1(j)(i). For certainty, any Swap Indebtedness Hedging Liabilities under Hedging Agreements entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by or pursuant to the SecuritySecurity Documents. Notwithstanding the foregoing, while any Obligations remain outstanding under any the Credit Facility, no Former Lender or any Affiliate thereof (including any Hedge Provider except as provided pursuant to Section 5.1(j)(ii)) shall have any right to cause or require the enforcement of the Security Documents or any right to participate in any decisions relating to the SecuritySecurity Documents, including any decisions relating to the enforcement or manner of enforcement of the Security Documents or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the SecuritySecurity Documents; for certainty, the sole right of a Former Lender and its Affiliates (including any Hedge Provider except as provided pursuant to Section 5.1(j)(ii)) with respect to the Security Documents while any Obligations remain outstanding under the Credit Facilities is to share, on a pro rata and pari passu basis, in any proceeds Proceeds of realization Realization and enforcement of the Security Documents, except, in each case, as further contemplated in Section 14.5. If any amendment to this Section 4.8 is proposed that would adversely affect the rights of a Former Lender under this Agreement, then such amendment shall require the consent of each affected Former Lender. (b) Subject to Section 4.9, if any Swap Document remains outstanding after the Obligations are otherwise fully paid and satisfied and the Credit Facilities are cancelled, the Agent shall be entitled to discharge the Security; provided that: (i) at the request of any Swap Lender to the extent provided for set out in the applicable Hedging Intercreditor Agreement, but subject to paragraph (iii) below, the Borrower agrees to enter into margin arrangements with such Swap Lender under which the Borrower will be required to provide such Swap Lender with credit support in the form of cash or marketable securities with an aggregate value not less than the Swap Indebtedness then owing to such Swap Lender from time to time (to be determined pursuant to the definition of “Exposure” as contemplated by the 1994 form of Credit Support Annex published by ISDA but on the basis that Canadian Dollars is the “Termination Currency” for the purposes thereof); or. (ii) If the Credit Agreement is terminated, until the Security Release Date, all Hedging Liabilities owing to any Hedge Provider under Hedging Agreements entered into while such Hedge Provider, or its Affiliate, was a Lender hereunder shall continue to constitute Obligations hereunder and shall remain secured by and pursuant to the Security Documents (equally and rateably) to the extent not provided for that such Obligations were secured by and pursuant to the Security Documents prior to such termination. The Agent may assign all or any part of its rights under the Security Documents and the Intercreditor Agreement to one or more of such Lenders at such time in a manner satisfactory to the applicable Hedging Agreement, at the request of any Swap Lender (which request may be made at any time after the Closing Date), but subject to paragraph (iii) belowLenders, the Borrower agrees to amend its ISDA Master Agreement with such Swap Lender to reflect the provisions of paragraph (i) above; (iii) the provisions of paragraph (i) and (ii) above shall survive repayment of the Obligations and termination of the Credit Facilities; and (iv) any Swap Lender may elect to expressly override the provisions in paragraphs (i) and (ii) above in its ISDA Master Agreement (or in any amendment thereto) by expressly contemplating the discharge of the Security Agent and the consequences thereof; provided that no such election shall affect the rights of any other Swap Lenderapplicable Loan Parties, each acting reasonably.

Security for Swap Documents with Former Lenders. (a) If a Lender ceases to be a Lender under this Agreement (a “Former Lender”), all Swap Indebtedness owing to such Former Lender and its Affiliates under Swap Documents entered into while such Former Lender was a Lender shall remain secured by the Security (equally and rateably) Security, subject to the terms hereof, to the extent that such Swap Indebtedness was secured by the Security prior to such Lender becoming a Former Lender subjectand, however, subject to the following provisions of this Section 4.8. For certainty, any Swap Indebtedness under Hedging Agreements entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by the Security. Notwithstanding the foregoing, while any Obligations remain outstanding under any Credit Facility, no Former Lender or any Affiliate thereof shall have any right to cause or require the enforcement of the Security or any right to participate in any decisions relating to the Security, including any decisions relating to the enforcement or manner of enforcement of the Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the Security; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Security while any Obligations remain outstanding under the Credit Facilities is to share, on a pari passu basis, subject to Section 14.4, in any proceeds of realization and enforcement of the Security as further contemplated in Section 14.5Security. If any amendment to this Section 4.8 or Section 13.3 is proposed that would adversely affect the rights of a Former Lender under this Agreement, then such amendment shall require the consent of each affected Former Lender. (b) Subject to Section 4.94.7, if any Swap Document remains outstanding after the Obligations are otherwise fully paid and satisfied and the Credit Facilities are cancelled, the Agent shall be entitled to discharge the Security; provided that: (i) at the request of any Swap Lender to the extent provided for in the applicable Hedging AgreementLender, but subject to paragraph (iiiiv) belowbelow and the terms of the applicable Hedging Agreement, the Borrower agrees to enter into margin arrangements with such Swap Lender under which the Borrower will be required to provide such Swap Lender with credit support in the form a pledge of cash or marketable securities with an aggregate value not less than the Swap Indebtedness then owing or other form of security acceptable to such Swap Lender from time to time (to be determined pursuant to the definition of “Exposure” Lender, in form and in an aggregate amount as contemplated required by the 1994 form of Credit Support Annex published by ISDA but on the basis that Canadian Dollars is the “Termination Currency” for the purposes thereof); orsuch Swap Lender; (ii) to the extent not provided for in the applicable Hedging Agreement, at the request of any Swap Lender (which request may be made at any time after the Closing Amendment and Restatement Date), but subject to paragraph (iiiiv) belowbelow and the terms of the applicable Hedging Agreement, the Borrower agrees to amend its ISDA Master Agreement with such Swap Lender to reflect the provisions of paragraph (i) above; (iii) the provisions of paragraph (i) and (ii) above shall survive repayment of the Obligations and termination of the Credit Facilities; and (iv) any Swap Lender may elect to expressly override the provisions in paragraphs (i) and (ii) above in its ISDA Master Agreement (or in any amendment thereto) by expressly contemplating the discharge of the Security, the Security ceasing to secure such agreement, and the consequences thereof; provided that no such election shall affect the rights of any other Swap Lender.

Security for Swap Documents with Former Lenders. ‌ (a) If a Lender ceases to be a Lender under this Agreement (a “Former Lender”), all Swap Indebtedness owing to such Former Lender and its Affiliates under Swap Documents entered into while such Former Lender was a Lender shall remain secured by the Security (equally and rateably) Security, subject to the terms hereof, to the extent that such Swap Indebtedness was secured by the Security prior to such Lender becoming a Former Lender subjectand, however, subject to the following provisions of this Section 4.8. For certainty, any Swap Indebtedness under Hedging Agreements entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by the Security. Notwithstanding the foregoing, while any Obligations remain outstanding under any Credit Facility, no Former Lender or any Affiliate thereof shall have any right to cause or require the enforcement of the Security or any right to participate in any decisions relating to the Security, including any decisions relating to the enforcement or manner of enforcement of the Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the Security; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Security while any Obligations remain outstanding under the Credit Facilities is to share, on a pari passu basis, in any proceeds of realization and enforcement of the Security as further contemplated in Section 14.5. If any amendment to this Section 4.8 is proposed that would adversely affect the rights of a Former Lender under this Agreement, then such amendment shall require the consent of each affected Former LenderSecurity. (b) Subject to Section 4.94.7, if any Swap Document remains outstanding after the Obligations are otherwise fully paid and satisfied and the Credit Facilities are cancelled, the Agent shall be entitled to discharge the Security; provided that: (i) at the request of any Swap Lender to the extent provided for in the applicable Hedging AgreementLender, but subject to paragraph (iii) below, the Borrower agrees to enter into margin arrangements with such Swap Lender under which the Borrower will be required to provide such Swap Lender with credit support in the form a pledge of cash or marketable securities with an aggregate value not less than the Swap Indebtedness then owing or other form of security acceptable to such Swap Lender from time to time (to be determined pursuant to the definition of “Exposure” Lender, in form and in an aggregate amount as contemplated required by the 1994 form of Credit Support Annex published by ISDA but on the basis that Canadian Dollars is the “Termination Currency” for the purposes thereof); orsuch Swap Lender;‌ (ii) to the extent not provided for in the applicable Hedging Agreement, at the request of any Swap Lender (which request may be made at any time after the Closing Amendment and Restatement Date), but subject to paragraph (iii) below, the Borrower agrees to amend its ISDA Master Agreement with such Swap Lender to reflect the provisions of paragraph (i) above; (iii) the provisions of paragraph (i) and (ii) above shall survive repayment of the Obligations and termination of the Credit Facilities; and (iv) any Swap Lender may elect to expressly override the provisions in paragraphs (i) and (ii) above in its ISDA Master Agreement (or in any amendment thereto) by expressly contemplating the discharge of the Security and the consequences thereof; provided that no such election shall affect the rights of any other Swap Lender.

Security for Swap Documents with Former Lenders. (a) If a Lender ceases to be a Lender under this Agreement (a “"Former Lender”"), all Swap Indebtedness Hedging Obligations owing to such Former Lender and its Affiliates under Swap Documents entered into while such Former Lender was a Lender shall remain secured by the Security (equally and rateably) to the extent that such Swap Indebtedness was Hedging Obligations were secured by the Security prior to such Lender becoming a Former Lender subjectLender, however, subject to the following provisions of this Section 4.8. For certainty, any Swap Indebtedness Hedging Obligations under Hedging Agreements Financial Instruments entered into with a Former Lender or an Affiliate thereof after the Former Lender has ceased to be a Lender shall not be secured by the Security. Notwithstanding the foregoing, while any Obligations remain outstanding under any Credit Facility, no Former Lender or any Affiliate thereof shall have any right to cause or require the enforcement of the Security or any right to participate in any decisions relating to the Security, including any decisions relating to the enforcement or manner of enforcement of the Security or decisions relating to any amendment to, waiver under, release of or other dealing with all or any part of the Security; for certainty, the sole right of a Former Lender and its Affiliates with respect to the Security while any Obligations remain outstanding under the any Credit Facilities Facility is to share, on a pari passu basis, in any proceeds of realization and enforcement of the Security as further contemplated in Section 14.5. If any amendment to this Section 4.8 is proposed that would adversely affect the rights of a Former Lender under this Agreement, then such amendment shall require the consent of each affected Former LenderSecurity. (b) Subject to Section 4.9, if any Swap Document remains outstanding after the Obligations are otherwise fully paid and satisfied and the Credit Facilities are cancelled, the Agent shall be entitled to discharge the Security; provided that: (i) at the request of any Swap Lender to the extent provided for in the applicable Hedging Agreement, but subject to paragraph (iii) below, the Borrower agrees to enter into margin arrangements with such Swap Lender under which the Borrower will be required to provide such Swap Lender with credit support in the form of cash or marketable securities with an aggregate value not less than the Swap Indebtedness then owing to such Swap Lender from time to time (to be determined pursuant to the definition of “Exposure” as contemplated by the 1994 form of Credit Support Annex published by ISDA but on the basis that Canadian Dollars is the “Termination Currency” for the purposes thereof); or (ii) to the extent not provided for in the applicable Hedging Agreement, at the request of any Swap Lender (which request may be made at any time after the Closing Date), but subject to paragraph (iii) below, the Borrower agrees to amend its ISDA Master Agreement with such Swap Lender to reflect the provisions of paragraph (i) above; (iii) the provisions of paragraph (i) and (ii) above shall survive repayment of the Obligations and termination of the Credit Facilities; and (iv) any Swap Lender may elect to expressly override the provisions in paragraphs (i) and (ii) above in its ISDA Master Agreement (or in any amendment thereto) by expressly contemplating the discharge of the Security and the consequences thereof; provided that no such election shall affect the rights of any other Swap Lender.