Common use of Banking Services and Swap Agreements Clause in Contracts

Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent promptly after the last Business Day of each calendar month a written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, following the end of each calendar month (or promptly upon the Administrative Agent’s request therefor), a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoing, solely with respect to Commodity Swap Agreements, in addition to the ability to provide notice to the Administrative Agent of Swap Agreement Obligations set forth above, in the event that the Administrative Agent shall apply proceeds of Collateral received by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), any Swap Agreement Obligations under Commodity Swap Agreements shall be applied pursuant to the fifth tier of the waterfall so long as the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender or Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreement.

Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent promptly after the last Business Day of each calendar month a written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, following the end of each calendar month (or promptly upon the Administrative Agent’s request therefor), a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoing, solely with respect to Commodity Swap Agreements, in addition to the ability to provide notice to the Administrative Agent of Swap Agreement Obligations set forth above, in the event that the Administrative Agent shall apply proceeds of Collateral received by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), any Swap Agreement Obligations under Commodity Swap Agreements shall be applied pursuant to the fifth tier of the waterfall so long as the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender or Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreement.57

Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party the Borrower shall deliver to the Administrative Agent Agent, promptly after the last Business Day of each calendar month a entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent); provided that, notwithstanding the foregoing, to the extent such Banking Services and/or Swap Agreements were entered into prior to the Closing Date, any applicable Lender (or Affiliate thereof) may deliver the related written notice contemplated hereunder three (3) Business Days after the Closing Date and prior to the delivery of any such written notice, the Administrative Agent shall rely on the functionally equivalent notices provided by the applicable Lenders under the Existing Credit Agreement. In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, following the end of each calendar month (from time to time after a significant change therein or promptly upon the Administrative Agent’s a request therefor), a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoing, solely no such written notice shall be required hereunder in connection with respect to Commodity Swap AgreementsBanking Services provided by, in addition to the ability to provide notice to the Administrative Agent of or Swap Agreement Obligations set forth abovewith, in the event that the Administrative Agent shall apply proceeds of Collateral received by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), JPMCB or any Swap Agreement Obligations under Commodity Swap Agreements shall be applied pursuant to the fifth tier of the waterfall Affiliate thereof so long as the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender JPMCB or an Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by is the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreement.

Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party Party, including any existing on the Second Amendment Effective Date, shall deliver to the Administrative Agent Agent, promptly after entering into such Banking Services or Swap Agreements (or on or promptly after the last Business Day of each calendar month a Second Amendment Effective Date with respect to any existing on the Second Amendment Effective Date), written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). The existing Banking Services Obligations and the existing Swap Agreement Obligations of JPMCB, Bank of America, PNC Bank and their respective Affiliates referenced in the payoff letter of Bank of America delivered pursuant to Section 4.01(g) hereof shall be deemed to automatically satisfy the written notice required hereunder for Banking Services Obligations and the Swap Agreement Obligations existing on the Second Amendment Effective Date. In additionfurtherance of that requirement, each such Lender or Affiliate thereof shall deliver to furnish the Administrative Agent, following the end of each calendar month (from time to time after a significant change therein or promptly upon the Administrative Agent’s a request therefor), a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoing, solely with respect to Commodity Swap Agreements, in addition to the ability to provide notice to the Administrative Agent of Swap Agreement Obligations set forth above, in the event that the Administrative Agent shall apply proceeds of Collateral received by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), any Swap Agreement Obligations under Commodity Swap Agreements shall be applied pursuant to the fifth tier of the waterfall so long as the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender or Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreement.

Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent promptly after the last Business Day of each calendar month a written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, following the end of each calendar month (or promptly upon the Administrative Agent’s request therefor), a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoing, solely with respect to Commodity Swap Agreements, in addition to the ability to provide notice to the Administrative Agent of Swap Agreement Obligations set forth above, in the event that the Administrative Agent shall apply proceeds of Collateral received by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), any Swap Agreement Obligations under Commodity Swap Agreements shall be applied pursuant to the fifth sixth tier or eighth tier of the waterfall (as applicable) so long as the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender or Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreement.

Banking Services and Swap Agreements. Each Lender or Affiliate thereof (other than Chase) (i) providing Banking Services for, or having Swap Agreements with, for any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative applicable Agent promptly after the last Business Day of each calendar month a prompt written notice (executed by such Lender or Affiliate and the Borrower Representative) setting forth the aggregate amount of all Banking Services Obligations of such Loan Party to such Lender or Affiliate (whether matured or unmatured, absolute or contingent) and (ii) having Swap Agreements with any Loan Party shall deliver to the applicable Agent written notice (executed by such Lender or Affiliate and the Borrower Representative) setting forth the aggregate amount of all Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent), which notices shall otherwise be consistent with, and delivered within the time period required by, the definition of Canadian Secured Obligation, European Secured Obligations, or U.S. Secured Obligations, as applicable. In additionfurtherance of that requirement, each such Lender or Affiliate thereof shall deliver to furnish the Administrative applicable Agent, following the end of each calendar month (from time to time after a significant change therein or promptly upon the Administrative Agent’s a request therefor), but in any event not less than monthly, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative applicable Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoingNo Agent accepts any responsibility and shall have no liability for (i) at any time determining which Lenders or Affiliates hold, solely with respect to Commodity or which Swap Agreements119 Agreement Obligations constitute, in addition to the ability to provide notice to the Administrative Agent of Secured Obligations or Qualified Secured Swap Agreement Obligations set forth above, in or (ii) the event that calculation of the Administrative Agent shall apply proceeds of Collateral received exposure owing by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), Loan Parties under any such Qualified Secured Swap Agreements or other Swap Agreement Obligations under Commodity Swap Agreements Obligations, and shall be applied pursuant entitled in all cases to rely on the fifth tier of applicable counterparty and the waterfall so long as applicable Loan Party party to such agreement for the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender or Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreementcalculation thereof.

Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Restricted Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent promptly Agent, not later than ten (10) Business Days after the last Business Day of each calendar month a entering into such Banking Services or Swap Agreements, written notice setting forth the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes) and the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Restricted Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent); provided, that the failure to provide such notice by such Person shall not be deemed to be a breach hereunder. In addition, each such Lender or Affiliate thereof shall deliver to the Administrative Agent, following the end of each calendar month (or promptly upon the Administrative Agent’s a request therefor), a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations; provided, further, that any Lender that (x) previously delivered notice of certain Banking Services in accordance with Section 2.23 of the Existing Credit Agreement shall be deemed to have satisfied its obligations under this Section 2.23 with respect to such Banking Services identified in such prior notices and (y) previously failed to deliver notice of its Banking Services in accordance with Section 2.23 of the Existing Credit Agreement shall have ten (10) Business Days after the Effective Date to deliver written notice setting forth the material terms of (including the type, term, effective date, termination date and notional amounts or volumes (as applicable)) and the aggregate amount of all Banking Services Obligations of such Loan Party or Restricted Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent) in order to comply with this Section 2.23 with respect to such Banking Services. The most recent information provided delivery of the notices required by this Section 2.23 or by the Administrative Borrower pursuant to Section 5.01(c)(v) or Section 5.01(j) to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b2.19(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed. Notwithstanding the foregoing, solely with respect to Commodity Swap Agreements, in addition to the ability to provide notice to the Administrative Agent of Swap Agreement Obligations set forth above, in the event that the Administrative Agent shall apply proceeds of Collateral received by the Administrative Agent pursuant to the waterfall contained in Section 2.18(b), any Swap Agreement Obligations under Commodity Swap Agreements shall be applied pursuant to the fifth tier of the waterfall so long as the Administrative Agent shall have received prior written notice of such Commodity Swap Agreement (and a summary of the amounts due thereunder) by such Lender or Affiliate thereof at least one (1) Business Day prior to the application of such proceeds of Collateral by the Administrative Agent; provided that the ability to provide the notice described in this sentence shall not apply if such notice is received on a date that is more than thirty (30) days after the effectiveness of such Commodity Swap Agreement.