Hedging Banks Clause Examples

Hedging Banks. Except as otherwise expressly stated in this Agreement, the Agent shall have no liability under the Finance Documents whatsoever to any Hedging Bank.

Hedging Banks. Any decision which will affect the rights or obligation of any Hedging Bank will require its consent also subject as specifically provided otherwise in the Senior Finance Documents. The Hedging Agreements may be amended, varied, waived or modified by agreement between the parties thereto subject as provided in the Intercreditor Agreement.

Hedging Banks. 31.3.1 Subject to Clause 31.2 (No independent action), a Hedging Bank may exercise its rights under any Hedging Agreement to terminate, or close out of, any hedging transaction and to demand repayment of sums outstanding thereunder provided that (unless the Security Trustee or the Majority Lenders otherwise consents) it shall only exercise such rights if: (A) an Illegality (as defined in the ISDA Master Agreement) has occurred; (B) a Tax Event (as defined in the ISDA Master Agreement) has occurred; (C) the relevant Obligor that is a party to such Hedging Agreement has not paid an amount due under that Hedging Agreement on its stated due date and such payment has not been made within 21 days of the date on which the relevant Hedging Bank notifies the Security Trustee and the Facility Agent of such failure to pay (and of such Hedging Bank's intention to terminate or close out); (D) any formal proceedings have been commenced for the liquidation, winding-up, administration, dissolution or bankruptcy (or analogous proceedings in any jurisdiction) of the relevant Obligor that is party to such Hedging Agreement and such proceedings have not been discharged within 14 days from the date of commencement; (E) the Enforcement Date has occurred and all or any amounts accrued or outstanding under the Finance Documents (other than the Hedging Agreements) have become immediately due and payable; (F) the Security Trustee or the Facility Agent has confirmed that no amount under the Finance Documents (other than the Hedging Agreements) is outstanding or is capable of being outstanding; or (G) is so required under Clause 31.3.6(D).

Hedging Banks. RIGHTS AND OBLIGATIONS 5.1 Identity of Hedging Banks (a) that person has executed and delivered to the Security Trustee a Lender Accession Deed acceding to this Agreement as a Hedging Bank in accordance with Clause 16 (Change of Party); (b) the proposed Hedging Agreements comply with the Hedging Policy; and (c) the Agent has received a copy of the documents proposed to be Hedging Agreements.

Hedging Banks. (a) Any person which is a Lender (or an Affiliate of a Lender) which has entered into a Hedging Document with a Borrower may as described in this clause 33.8 accede to this Agreement as Hedging Bank in respect of that Hedging Document, for the purpose of sharing in any recoveries under the Security Documents in respect of any liabilities owed to that Hedging Bank by the relevant Obligor under that Hedging Document. That person shall become a Hedging Bank by: (i) delivery to the Security Agent of a duly completed and signed Hedging Bank Accession Letter; and (ii) the Security Agent executing that Hedging Bank Accession Letter. (b) The Security Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Hedging Bank Accession Letter appearing on its face to comply with the terms of this Agreement delivered in accordance with the terms of this Agreement, execute the Hedging Bank Accession Letter. (c) The rights or obligations of any person as Hedging Bank are separate and independent from any rights or obligations it may have as a Lender or in any other capacity under the Finance Documents. (d) Each Hedging Bank confirms and undertakes to each other Finance Party (and without giving any rights to any Obligor) that: (i) the Security Agent may act as described in clause 35.8 (Majority Lenders’ instructions), and the Hedging Bank has no right (in its capacity as such) to give any instructions to the Security Agent, including to take any action under the Security Documents; and (ii) it will notify the Agent promptly of any default by any Obligor under the Hedging Document.

Hedging Banks. Subject to Clause 31.2 (No independent action), a Hedging Bank may exercise its rights under any Hedging Agreement to terminate, or close out of, any hedging transaction and to demand repayment of sums outstanding thereunder provided that (unless the Security Trustee or the Majority Lenders otherwise consents) it shall only exercise such rights if:

Hedging Banks. This Clause 23 shall not, for the avoidance of doubt, apply to any Finance Party in its capacity as a Hedging Bank prior to service of notice under Clause 20.3 (Cancellation and Repayment).

Hedging Banks. No person providing interest or currency swap or hedging facilities to any Obligor will be entitled to benefit from the undertakings of the Parties to this Agreement unless and until: (a) such person is a Hedging Bank at the date of this Agreement; or (b) the Senior Agent has agreed in writing to the identity of such person (such agreement not to be unreasonably withheld where such person is a Senior Creditor (or its Affiliate)) and to the swap or hedging facilities being provided by such person and such person has agreed to become a Hedging Bank by executing and delivering to the Security Agent a duly completed Deed of Accession. Upon delivery of such a Deed of Accession to the Security Agent such person will acquire all its rights and assume all its obligations as a Hedging Bank under this Agreement in relation to such swap or hedging facilities.

Hedging Banks. Each Hedging Bank agrees with the Lenders (but not with the Borrower or any other member of the Group) that it will not terminate any Hedging Agreement to which it is a party (each such Hedging Agreement being a “relevant Hedging Agreement”) except: (a) as a result of the non-payment by the relevant member of the Group of any Indebtedness under any relevant Hedging Agreement that has fallen due for payment in the currency and manner stipulated in the relevant Hedging Agreement before the expiry of any applicable cure period (or, if no cure period is prescribed in the relevant Hedging Agreement, three Business Days); (b) as a result of the repudiation of any relevant Hedging Agreement by the relevant member of the Group; (c) upon the issue by the Facility Agent of a notice under paragraphs (a) or (d) under Clause 22.2 (Acceleration and Cancellation); (d) upon: (i) it becoming contrary to any law or regulation for the relevant member of the Group or such Hedging Bank to perform the payment obligations expressed to be assumed by it in respect of any relevant Hedging Agreement or such obligations become invalid or unenforceable against the relevant member of the Group; or (ii) any provision of any Hedging Agreement to which such Hedging Bank is a party relating to the termination thereof (including the calculation of or obligation to pay amounts upon such termination) becoming invalid or unenforceable against the relevant member of the Group; (e) upon any exchange control, foreign currency or other consent, authorisation, licence, approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by the relevant member of the Group to authorise, or required by the relevant member of the Group in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of any Hedging Agreement or the performance of its payment obligations thereunder being modified in a manner unacceptable to such Hedging Bank or not being granted or being revoked or terminated or expiring and not being renewed or otherwise ceasing to be in full force and effect; (f) upon the making or any order for the winding-up of, or the administration of, or the appointment of a receiver in respect of any part of the assets and/or undertaking of, or the dissolution of, the relevant member of the Group party to the relevant Hedging Agreement (or any analogous provision in any other jurisdiction); or (g) with the prior wr...