Swap Transactions Clause Samples
The Swap Transactions clause defines the terms and conditions under which parties engage in swap agreements, typically involving the exchange of cash flows or financial instruments based on predetermined criteria. This clause outlines the types of swaps covered, such as interest rate or currency swaps, and specifies the procedures for initiating, confirming, and settling these transactions. Its core practical function is to provide a clear framework for executing and managing swap agreements, thereby reducing uncertainty and mitigating the risk of disputes between the parties.
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Swap Transactions. Borrower may enter into one or more Swap Transactions and Swap Contracts with the Swap Counterparty on terms that are acceptable to Swap Counterparty in its sole discretion for the purpose of hedging and protecting against interest rate fluctuation risks with respect to the Loan. Upon the Maturity Date, or such earlier date that the Loan becomes due by reason of an Event of Default, or otherwise, or upon payment of the Loan in full, Agent may direct that all existing Swap Contracts be broken and discontinued, and any and all breakage fees, discontinuance fees, settlement obligations, and any and all other sums, fees and costs with respect to such Swap Transactions and Swap Contracts shall become due and payable by Borrower in accordance with the respective Swap Contract, with the Borrower as the sole defaulting party as contemplated by the Swap Contract. Unless otherwise specifically agreed in writing by Borrower, Agent and Swap Counterparty, Borrower's obligations (including any payment obligations) with respect to any such Swap Contracts provided by or entered into with Swap Counterparty (that is a Lender hereunder) with respect to the Loan shall be secured by the Deeds of Trust and all other collateral for the Loan, and any default by Borrower (after the expiration of any applicable notice and cure period) under any such Swap Contracts shall, at the discretion of the Agent, constitute an Event of Default under this Agreement. As additional security for the obligations of Borrower under the Loan Documents, Borrower hereby transfers, assigns, and conveys to Agent and grants to Agent a security interest in, subject to the terms and conditions contained herein, all of Borrower's present and future rights, titles and interests, but not its obligations, duties or liabilities for any breach, in, under and to all Swap Contracts and all -44- Loan Agreement (KBS REIT III) Swap Transactions, any and all amounts received by Borrower in connection therewith or to which Borrower is entitled thereunder, and all proceeds of the foregoing. At Agent's option, if an Event of Default exists, all net amounts payable to Borrower under the Swap Contract shall be paid to Agent and shall be applied to pay interest or other amounts under the Loan. Borrower acknowledges and agrees that, notwithstanding the terms of the Swap Contract, Borrower shall not modify or terminate the Swap Contract without the prior written consent of Agent. Additionally, subject to the terms of the Swap ...
Swap Transactions. Notwithstanding anything herein or in any other Loan Document to the contrary, the guaranteed Obligations shall not include any Excluded Swap Obligations (as defined in the Credit Agreements)..
Swap Transactions. References throughout this Annex to “Swap Transactions” are deleted.
Swap Transactions. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Newco Subordinated Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended, at the time (i) any transaction is entered into under a Swap Agreement (as defined in the Credit Agreements) or (ii) such Newco Subordinated Guarantor becomes a Newco Subordinated Guarantor hereunder, the guaranteed Obligations of such Newco Subordinated Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions outstanding under any Swap Agreements as of such the date such Newco Subordinated Guarantor becomes a Newco Subordinated Guarantor hereunder.
Swap Transactions. (a) If, at any time during the Security Period, the Borrowers wish to enter into swap Transactions so as to (inter alia) hedge all or any part of their exposure under this Agreement to interest rate fluctuations, it shall advise the Bank in writing.
(b) Any such swap transaction shall be concluded with the Bank under the Master Agreement provided however that no such swap transaction shall be concluded unless the Bank first agrees to it in writing. If and when any such swap transaction has been concluded, it shall constitute a Transaction, and the Borrowers shall sign a Confirmation with the Bank.
Swap Transactions. No Dealer shall, nor shall any Dealer permit any of its Subsidiaries to, enter into any Swap Transaction, other than Swap Transactions entered into in the ordinary course of business to hedge or mitigate risks to which such Dealer or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, each Dealer acknowledges that a Swap Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Swap Transaction under which such Dealer or any of its Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any Capital Securities or any Indebtedness, or (ii) as a result of changes in the market value of any Capital Securities) is not a Swap Transaction entered into in the ordinary course of business to hedge or mitigate risks.
Swap Transactions. EDC may request and the Lender may, in its sole and absolute discretion, arrange for EDC to obtain Swap Transactions from the Bank in amounts to be agreed to between EDC and Bank. Borrower agrees to indemnify and hold the Lender harmless from any and all obligations now or hereafter owing by the Lender to the Bank arising from or related to such Swap Transactions pursuant to the indemnity referred to in clause (c) below. EDC agrees to pay the Bank all amounts owing to the Bank pursuant to the Swap Transactions. In the event EDC shall not have paid to the Bank such amounts, the Lender shall pay the Bank and such amounts when paid by the Lender shall constitute a Revolving Loan of EDC which shall be deemed to have been requested by EDC. EDC acknowledges and agrees that the obtaining of Swap Transactions from the Bank (a) is in the sole and absolute discretion of the Bank, (b) is subject to all rules and regulations of the Bank, and (c) is due to the Bank relying on the indemnity of the Lender to the Bank by Borrower with respect to the obligations of EDC to the Bank in connection with the Swap Transactions."
Swap Transactions. Neither the Borrower nor any of its Subsidiaries will be a party to, or enter into, any Swap Transactions with any Person other than:
(a) On the Closing Date (to the extent not entered into prior to the Closing Date) the Minimum ▇▇▇▇▇▇ and from and after the Closing Date other RBL Swap Transactions by the Borrower in respect of commodities (A) with an Approved Counterparty and (B) the notional volumes for which (when aggregated with other commodityRBL Swap Transactions then in effect (including the Minimum ▇▇▇▇▇▇ and any other RBL Swap Transactions in effect on the Closing Date), other than basis differential swaps on volumes already hedged pursuant to other RBL Swap Transactions) do not exceed, calculated separately for each of crude oil and natural gas, as of the date such RBL Swap Transaction is executed:
(i) for the twenty-four (24) month period immediately following the date on which such RBL Swap Transaction is executed, the lessergreater of (x) 100% of the Borrower’s and its Subsidiaries’ projected monthly production from Proved Developed Producing Reserves and (y) 90% of the Borrower’s and its Subsidiaries’ projected monthly production from Proved Reserves;
(ii) for the second twenty-four (24) month period immediately following the date on which such RBL Swap Transaction is executed, the lessergreater of (x) 90% of the Borrower’s and its Subsidiaries’ projected monthly production from Proved Developed Producing Reserves and (y) 85% of the Borrower’s and its Subsidiaries’ projected monthly production from Proved Reserves; and
(iii) for the twelve (12) month period immediately following the period described in the immediately preceding subclause (ii), the lessergreater of (x) 85% of the Borrower’s and its Subsidiaries’ projected monthly production from Proved Developed Producing Reserves and (y) 80% of the Borrower’s and its Subsidiaries’ projected monthly production from Proved Reserves; provided, however, that the aggregate notional volumes under all such commodityRBL Swap Transactions (other than floor or put options) shall not exceed the most recent month’s actual production, calculated separately for each of crude oil and natural gas, in any given month; no RBL Swap Transaction shall in any event have a tenor greater than five (5) years; and the projections of Proved Developed Producing Reserves and Proved Reserves that must be used in determining the maximum allowable hedging shall be based on the Borrower’s reasonable business judgment and con...
Swap Transactions. 2.7.1 If, at any time during the Security Period (as defined in the Deed of Covenant), the Borrower wishes to enter into interest rate swap transactions so as to hedge all or any part of its exposure under this Agreement to interest rate fluctuations, it shall advise the Bank in writing.
2.7.2 Any such swap transaction shall be concluded with the Bank under the Master Swap Agreement provided however that no such swap transaction shall be concluded unless the Bank first agrees to it in writing. If and when any such swap transaction has been concluded, it shall constitute a Designated Transaction, and the Borrower shall sign a Confirmation with the Bank.
Swap Transactions. The Borrowers shall consult with the Lenders prior to entering into any arrangements to hedge the Borrowers’ exposure under this Agreement to interest rate fluctuations and the Lenders shall have the right of first refusal, each to the extent of its Contribution to enter into derivative transactions in that respect, Provided that (i) the notional amount of any such derivative transactions shall not exceed the amount of the Loan and (ii) all Indebtedness of any Borrower in relation to such derivative transactions shall be fully subordinated to the obligations of the Borrowers under this Agreement in a form acceptable to the Agent (acting on the instructions of the Lenders) and the relevant Borrower and counterparty shall enter into such documentation in that regard as the Agent (acting on the instructions of the Lenders) may require. In the event that the terms of the derivative transactions offered by a Lender are not competitive, the Borrowers may conclude any swap or derivative contract in respect of that Lender’s Contribution with the other Lenders or another bank or financial institution to hedge the Borrowers’ exposure under this Agreement to interest rate fluctuations provided that, in such case, no Encumbrances may be granted by the Borrowers to such other bank or financial institution in respect of the Vessels or their Earnings or Insurances (each as defined in the relevant Ship Security Documents) or any other asset without the prior written consent of the Lenders.