Common use of Collateral Guarantees Clause in Contracts

Collateral Guarantees. any material provision of any ---------------------- security agreement or guaranty given in connection herewith shall for any reason cease to be valid and binding on or enforceable against the Loan Party party thereto or any Loan Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; (ii) any such guaranty shall for any reason be partially (including with respect to future advances) or wholly revoked; or (iii) any such security agreement shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority (subject to Permitted Liens and other Liens permitted hereunder) security interest; THEN (i) upon the occurrence of any Event of Default described in clause (g) above, the Commitments and any obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate and all Loans hereunder together with accrued interest thereon, an amount equal to the Letter of Credit Usage and all other amounts owing under this Agreement, the Notes, the Letters of Credit and the other Loan Documents shall automatically become due and payable; (ii) upon the occurrence of any other Event of Default, the Agent shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Commitments and any obligation of the Issuing Bank to issue any Letter of Credit to be terminated forthwith, whereupon the Commitments and any obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate, and/or, by notice to the Borrower, declare the Loans hereunder, with accrued interest thereon, an amount equal to the Letter of Credit Usage and all other amounts owing under this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) Agent may exercise any and all rights and remedies provided to Agent or the Lenders under the Loan Documents. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. So long as any Letter of Credit shall remain outstanding, any amounts received by the Issuing Bank may be held as cash collateral for the obligation of the Borrower to reimburse the Issuing Bank in event of any drawing under any Letter of Credit. In the event any Letter of Credit in respect of which the Borrower has deposited cash collateral with the Issuing Bank is canceled or expires, the cash collateral shall be applied first to the ----- reimbursement of the Issuing Bank for any drawings thereunder, and second ------ to the payment of any outstanding obligations of the Borrower hereunder or under any other Loan Document.

Collateral Guarantees. any material provision Each of any ---------------------- security agreement the Collateral Owners hereby confirms its consent to the novation of the Principal Agreement and each Master Swap Agreement, and of the rights and obligations of the Outgoing Borrower thereunder by the Outgoing Borrower in favour of the New Borrower, on the terms and conditions set out in, and to the amendments to the Principal Agreement and each Master Swap Agreement (as the case may be) contained in, this Agreement and to the release of the Existing Security Documents, and agree that: (a) each Collateral Guarantee and the obligations of the relevant Collateral Owner thereunder, shall remain and continue in full force and effect notwithstanding the said novation of, and the amendments to, the Principal Agreement and each Master Swap Agreement (as the case may be), and the release of the Existing Security Documents contained in this Agreement; (b) with effect from the Effective Date the New Borrower shall be and is hereby substituted in place of the Outgoing Borrower as a "Borrower" in each of the Collateral Guarantees and each of the Collateral Guarantees shall henceforth be construed and treated, and each Collateral Owner shall be bound by the relevant Collateral Guarantee, in all respects as if the New Borrower was a Borrower instead of the Outgoing Borrower; and (c) with effect from the Effective Date: (i) references in each Collateral Guarantee to "the Agreement" or guaranty given in connection herewith shall for any reason cease to be valid and binding on or enforceable against "the Loan Party party thereto or any Loan Party Agreement" shall so state in writing or bring an action henceforth be references to limit its the Principal Agreement as novated and amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include this Agreement and the obligations or liabilities thereunderof the Borrowers hereunder; and (ii) any such guaranty shall for any reason be partially (including with respect to future advances) or wholly revoked; or (iii) any such security agreement shall for any reason (other than pursuant references in each Collateral Guarantee to the terms thereof) cease to create a valid security interest in the collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority (subject to Permitted Liens and other Liens permitted hereunder) security interest; THEN (i) upon the occurrence of any Event of Default described in clause (g) above"ABB Master Swap Agreement", the Commitments and any obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate and all Loans hereunder together with accrued interest thereon, an amount equal to the Letter of Credit Usage and all other amounts owing under this "HSH Master Swap Agreement, the Notes, the Letters of Credit " and the other Loan Documents "Master Swap Agreements" shall automatically become due henceforth be references to such documents as novated and payable; (ii) upon the occurrence of any other Event of Default, the Agent amended by this Agreement and as from time to time hereafter amended and shall at the request, or may with the consent, of the Majority Lenders, by notice also be deemed to the Borrower, declare the Commitments and any obligation of the Issuing Bank to issue any Letter of Credit to be terminated forthwith, whereupon the Commitments and any obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate, and/or, by notice to the Borrower, declare the Loans hereunder, with accrued interest thereon, an amount equal to the Letter of Credit Usage and all other amounts owing under include this Agreement, the Notes, the Letters of Credit Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) Agent may exercise any and all rights and remedies provided to Agent or the Lenders under the Loan Documents. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. So long as any Letter of Credit shall remain outstanding, any amounts received by the Issuing Bank may be held as cash collateral for the obligation of the Borrower to reimburse the Issuing Bank in event of any drawing under any Letter of Credit. In the event any Letter of Credit in respect of which the Borrower has deposited cash collateral with the Issuing Bank is canceled or expires, the cash collateral shall be applied first to the ----- reimbursement of the Issuing Bank for any drawings thereunder, and second ------ to the payment of any outstanding obligations of the Borrower hereunder or under any other Loan DocumentBorrowers hereunder.