Hedging Arrangements Sample Clauses
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Hedging Arrangements. (a) No Obligor shall enter into Hedging Instruments other than Permitted Hedging Instruments.
(b) The Borrower shall enter into and thereafter maintain in full force and effect, from time to time, one or more interest rate Permitted Hedging Instruments:
(i) no later than 45 days following the Closing Date, with respect to no less than 50%, but no more than 105% (calculated on a weighted average basis) of the projected aggregate outstanding balance of the Senior Debt projected to be outstanding (as determined by the Borrower in accordance with the Base Case Forecast) until the latest payment date occurring at the expiration of the 20-year notional amortization period; and
(ii) no later than 45 days following the Closing Date, with respect to no less than 75%, but no more than 105% (calculated on a weighted average basis) of the projected aggregate outstanding balance of the Senior Debt projected to be outstanding (as determined by the Borrower in accordance with the Base Case Forecast) until the Maturity Date; provided that for purposes of calculating such percentage in the foregoing sub-clauses (i) and (ii) above, (w) the principal balance of the Working Capital Facility and/or Working Capital Debt shall be excluded, (x) any obligations incurred under the Permitted Senior Debt Hedging Instruments shall be excluded, and (y) any such Senior Debt which bears a fixed interest rate shall be deemed subject to a Permitted Hedging Instrument.
(c) If, due to a mandatory prepayment made in accordance with Section 3.4 (Mandatory Prepayments), a voluntary prepayment made in accordance with Section 3.5 (Voluntary Prepayments) or otherwise, the aggregate notional amount of the Permitted Hedging Instruments (which, for the avoidance of doubt, shall only include Permitted Hedging Instruments that are Interest Rate Hedging Instruments) on any Quarterly Payment Date is greater than 105% (or, if 105% hedging is not permitted by applicable law, 100%) (in each case, calculated on a weighted average basis) of the projected aggregate outstanding balance of the Senior Debt, within 45 days, the Borrower shall reduce the amount that is hedged under the Permitted Hedging Instruments (in the proportion allocated to each Permitted Hedging Instrument as may be determined by the Borrower as long as the Borrower has allocated the reduction pro rata among each Permitted Hedging Instrument, after taking into account any back-to-back or offsetting arrangements related thereto) such that the...
Hedging Arrangements. To the extent any Affiliate of a Lender is a party to a Hedging Agreement with the Borrowers and thereby becomes a beneficiary of the Liens described in Section 4.16 hereof pursuant to the Security Documents, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent, to act for and on behalf of such Affiliate in connection with the Security Documents and to be bound by the terms of this Section 10.
Hedging Arrangements. To the extent any Affiliate of a Lender is a party to a Secured Hedging Agreement with the Borrower, such Affiliate of a Lender shall be deemed to appoint the Administrative Agent its nominee and agent, and to act for and on behalf of such Affiliate in connection with the Security Documents and to be bound by this Article IX.
Hedging Arrangements. (a) On or before the sixtieth (60th) day following the Effective Date, each Borrower (or the Borrowers collectively) shall enter into one (1) or more Hedge Transactions constituting an interest rate cap agreement whereby the related Hedge Counterpart is obligated to make payments to the Borrowers if, and to the extent by which, LIBOR exceeds 3.0% and which are otherwise in form and substance satisfactory (including the notional amount, term and amortization rate (if any) of such Hedge Transaction) to the Agent (subject to the right of the Lenders to submit a Formal Objection within three (3) Business Days after a draft of the related Hedge Transaction is initially posted to the Data Site by the Borrower Representative) and each such Hedge Transaction shall be entered into with a Hedge Counterparty selected by the Borrower and acceptable to the Agent and the Lenders and governed by a Hedging Agreement. The Borrowers will maintain such interest rate cap agreements with an aggregate notional amount, as of any date of determination, not less than the Advances Outstanding on such date. In addition, any Borrower (or the Borrowers collectively) may enter into one or more Hedge Transactions otherwise satisfying the requirements of the preceding sentence if the notional amount, term and amortization rate (if any) of such Hedge Transaction(s) have been approved by the Agent in writing prior to the effective date of such Hedge Transaction(s).
(b) As additional security hereunder, the Borrowers have collaterally assigned to the Agent for the benefit of the Secured Parties all right, title and interest of the Borrowers in the Hedge Collateral. The Borrowers each acknowledge that, as a result of that collateral assignment, no Borrower may, without the prior written consent of the Agent (unless a Lender is the Hedge Counterparty and such Hedge Counterparty is a “Defaulting Party” under the Hedging Agreement or Hedge Transaction), exercise any rights under any Hedging Agreement or Hedge Transaction, except for the Borrowers’ right under any Hedging Agreement to enter into Hedge Transactions in order to meet the Borrowers’ obligations hereunder. Nothing herein shall have the effect of releasing any Borrower from any of its obligations under any Hedging Agreement or any Hedge Transaction, nor be construed as requiring the consent of the Agent or any Secured Party for the performance by any Borrower of any such obligations. The Borrowers agree that they will not (i) enter in...
Hedging Arrangements. The Borrower shall not enter into any Hedging Agreements other than Permitted Hedging Agreements, and in the case of the Interest Rate Protection Agreements, with a Qualified Counterparty.
Hedging Arrangements. The Leases are not subject to any gas sales, gathering or transportation contracts which include provisions for hedging, price risk management or other such financial arrangements or transactions, which will affect or burden the Leases from and after the Closing Date.
Hedging Arrangements. The Company and its Subsidiaries have only entered into swap and other derivative and hedging transactions, and Contracts with respect to such transactions, in the ordinary course of business in compliance in all material respects with the Company’s written hedging policies and risk management policies then in effect, and not in any case for speculative purposes.
Hedging Arrangements. The Parent shall not, nor shall it permit any Subsidiary to, (a) purchase, assume, or hold a speculative position in any commodities market or futures market or enter into any Hedging Arrangement for speculative purposes; or (b) be party to or otherwise enter into any Hedging Arrangement which is entered into for reasons other than as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Parent’s or its Subsidiaries’ operations.
Hedging Arrangements. Seller shall maintain Hedging Arrangements with respect to all Mortgage Loans not the subject of Takeout Commitments in order to mitigate, in accordance with Seller’s hedging strategy, the risk that the Market Value of any such Mortgage Loan will change as a result of a change in interest rates or the market for mortgage loan assets before the Mortgage Loan is purchased by an Approved Takeout Investor or repurchased by Seller.
Hedging Arrangements. (a) From the date of this Agreement until the Closing Date, each of Seller and Purchaser shall, and shall cause their respective Affiliates to, and Seller shall use its commercially reasonable efforts to cause Rexam and its Affiliates to, use commercially reasonable efforts to obtain from the bank counterparties to each aluminum or aluminum premium hedge that has been entered into at the request of a counterparty to a Customer Contract, a Fixed Price Customer Contract or Supplier Contract that is exclusively related to the Business and to which such counterparty is bearing a corresponding economic adjustment that will be realized to the benefit or detriment of Purchaser (each, a “Back-to-Back Business Hedge”), all consents required to transfer and novate such Back-to Back Hedge to Purchaser and release Seller, Rexam and/or any of their respective Affiliates from such Back-to Back Business Hedge and, if applicable, Seller Guarantees, and, to the extent such consents are obtained, Purchaser shall assume, from and after the Closing, all rights, liabilities, duties and obligations under each such Back-to-Back Business Hedge.
(b) In the event that any of the Back-to-Back Business ▇▇▇▇▇▇ is not transferred and novated to Purchaser or its Affiliate as of the Closing Date in accordance with Section 4.22(a) (any Back-to-Back Business Hedge not so transferred and novated, an “Unassumed Back-to-Back Hedge”), Seller and Purchaser shall, not later than the tenth (10th) Business Day prior to the Closing Date, agree on a time prior to the Closing Date to early terminate each such Unassumed Back-to-Back Hedge prior to the Closing Date, and (i) with respect to Unassumed Back-to-Back ▇▇▇▇▇▇ that are early terminated at a net loss, (A) Purchaser shall designate losses in an amount not to exceed $16.5 million (the “Capped Back-to-Back Hedge Termination Loss”) to be included as an asset for purposes of the calculation of Net Debt pursuant to Section 1.6 and (B) any losses in excess of the Capped Back-to-Back Hedge Termination Loss not so designated shall be paid by Purchaser to Seller at the time that Seller would have otherwise been required to make payment under the Unassumed Back-to-Back Hedge to which the particular loss relates had the Unassumed Back-to-Back Hedge not been early terminated, or (ii) with respect to any Unassumed Back-to-Back Hedge that is early terminated at a net gain, the amount of such gain shall be included as a liability for purposes of the calculatio...