Secured Hedge Counterparties definition
Examples of Secured Hedge Counterparties in a sentence
No failure of the Collateral Agent as the agent for the Permitted Secured Hedge Counterparties to evidence the existence or maintain the perfection of the security interest granted herein to the Collateral Agent for the benefit of the Permitted Hedge Counterparties shall release the Permitted Secured Hedge Counterparties from the agreement set forth in clause (i) of the preceding sentence.
It is expressly acknowledged and agreed that The Bank of New York Mellon, in its capacity as Collateral Agent, and its respective Affiliates may engage in any kind of other banking, trust, financial advisory, or other business with any party hereto, or with the Collateral Administrator, the Custodian, the Valuation Agent, the Lender, the Permitted Secured Hedge Counterparties or the Loan Parties, in each case as though it was not the Collateral Agent hereunder.
In furtherance of the foregoing, each Borrower hereby confirms and acknowledges, as of the date hereof, that it is validly indebted to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the Lenders and the Secured Hedge Counterparties for the payment in full of all Secured Obligations (as defined in the Security Agreements), without defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever.
Each Guarantor hereby confirms and acknowledges as of the date hereof that it is validly indebted to the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the Lenders and the Secured Hedge Counterparties for the payment in full of all Secured Obligations (as defined in the Security Agreements) which it has guaranteed, without defense, counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever.
Subject to paragraphs (f) and (g) below, prior to the Discharge of the Senior Priority Obligations the Secured Hedge Counterparties shall not take any Enforcement Action in respect of any of the Secured Hedge Obligations or any of the hedging transactions under any of the Secured Hedge Agreements at any time.
The Payee, Secured Hedge Counterparties (as defined below) and the Lender Creditors are collectively referred to herein as the “Secured Creditors”.
The Secured Hedge Counterparties may not take, accept or receive the benefit of any Collateral from any Debtor in respect of the Secured Hedge Obligations other than the Senior Priority Collateral.
The obligations of the Secured Hedge Counterparties under clause (b) of the preceding sentence shall survive the payment in full of the Secured Obligations and the termination of this Agreement.
The Borrower, the Agent and the Lenders acknowledge that the Existing Security has been delivered to the Agent and that the Existing Security, as amended, amended and restated, supplemented or replaced as of the date hereof and from time to time hereafter, shall continue to be held by the Agent on behalf of the Lenders (including the Operating Lender) and the Secured Hedge Counterparties as continuing collateral security for the Secured Obligations.
The Administrative Agent shall have no obligation to exercise any rights or remedies available to it and the Secured Hedge Counterparties under the Collateral Documents other than as directed by the Secured Hedge Counterparties as described above in this Section 6.2. Further, the Administrative Agent shall not have any responsibility or liability for making the determination described in clause (ii) in the preceding sentence.