Common use of Interest Rate Swaps Clause in Contracts

Interest Rate Swaps. (A) Within 30 days following the Closing Date, Party B shall cause MX Holdings to cause its counterparties under those certain interest rate swaps set forth on Exhibit 12(a)(xix) (the “RBS Novated Transactions”) to novate their positions under such transactions to The Royal Bank of Scotland plc. Concurrently with each such novation, The Royal Bank of Scotland plc and each such third party shall enter into back-to-back offsetting interest rate swaps having the same notional quantities, fixed and floating prices, and remain tenors with respect to each RBS Novated Transaction and otherwise on terms satisfactory to The Royal Bank of Scotland plc in its sole discretion (each such back-to-back hedge, an “RBS Sleeve Transaction”). The parties agree that, prior to the novation of the RBS Novated Transactions pursuant to this Part 12(a)(xix) and notwithstanding any provision herein to the contrary, MX Holdings shall have the right to reduce the aggregate notional amount of the RBS Novated Transactions by liquidating a portion of such RBS Novated Transactions or by entering into off-setting interest rate swaps with the counterparties to such transactions; provided, however, that in no event shall MX Holdings reduce the aggregate notional amount of such RBS Novated Transactions to an amount less than $60,000,000 without Party A’s prior written approval. To the extent that Party B enters into off-setting interest rate swaps with third parties pursuant to this Part 12(a)(xix), Exhibit 12(a)(xix) shall be amended to include such off-setting swaps. (B) Concurrently with the novations of the RBS Novated Transactions and only to the extent the aggregate notional amount of the RBS Novated Transactions exceeds $60,000,000, Party B shall reduce the notional amount of the RBS Novated Transactions to $60,000,000 by liquidating a portion of such RBS Novated Transactions or by entering into off-setting interest rate swaps with The Royal Bank of Scotland plc. (C) If, at any time following the novation of the RBS Novated Transactions, the outstanding amount of the obligations hedged by the RBS Novated Transactions (the “Hedged Obligations”) is reduced, Party B shall promptly reduce the notional amount of the RBS Novated Transactions to an amount equal to the then outstanding amount of Hedged Obligations, through a transaction with The Royal Bank of Scotland plc, and shall provide Party A with prompt notice of such reduction.