Bank Product Obligations. Notwithstanding anything to the contrary contained herein, all Bank Product Obligations shall bear interest, if any, at the applicable rate(s) set forth in such Hedge Agreements or such other agreements and documents governing the Bank Products.
Bank Product Providers. Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, release, increase, or decrease Reserves in respect of the Bank Product Obligations and that if Reserves are established there is no obligation on the part of Agent to determine or insure whether the amount of any such Reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider.
Bank Product Providers. Each Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by the Loan Documents, including [Section 2.4]. Each Bank Product Provider shall indemnify and hold harmless each Indemnified Person, to the extent not reimbursed by Borrowers or Guarantor, against all claims that may be incurred by or asserted against any Indemnified Person in connection with such provider’s Bank Product Obligations.
Bank Product Providers. Each Secured Party that provides Cash Management Products and Services, [[Organization C:Organization]]-Provided Interest Rate Hedges or [[Organization C:Organization]]-Provided Foreign Currency Hedges (each a "Bank Product Provider") in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the Other Documents for purposes of any reference in this Agreement or any Other Document to the parties for whom [[Organization B:Organization]] is acting. [[Organization B:Organization]] hereby agrees to act as [[Organization B:Organization]] for such Bank Product Provider and, by virtue of entering into an agreement or arrangement to provide Cash Management Products and Services, [[Organization C:Organization]]-Provided Foreign Currency Hedges, or [[Organization C:Organization]]-Provided Interest Rate Hedges, the applicable Bank Product Provider shall be automatically deemed to have appointed [[Organization B:Organization]] as its [[Organization B:Organization]] and to have accepted the benefits of this Agreement and the Other Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under this Agreement and the Other Documents consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to [[Organization B:Organization]] and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into an agreement or arrangement to provide Cash Management Products and Services, [[Organization C:Organization]]-Provided Foreign Currency Hedges, or [[Organization C:Organization]]-Provided Interest Rate Hedges, shall be automatically deemed to have agreed that [[Organization B:Organization]] shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Cash Management Liabilities and Interest Rate Hedge Liabilities and that if reserves are established there is no obligation on the part of [[Organization B:Organization]] to determine or insure whether the amount of any such reserve is appropriate or not. Notwithstanding anything to the contrary in this Agreement or any Other Document, no provider
changes the definitions of # “Cash Management Agreement”, “Cash Management Bank”, “Cash Management Obligations”, “Cash Management Reserve”, “Cash Management Services” or “Secured Cash Management Agreement”, # “Hedge Bank”, “Secured Hedge Agreement”, “Swap Contract” or “Swap Obligations Reserve”, # “Bank Product Agreement”, “Bank Product Bank”, “Bank Product Reserve”, “Bank Product Obligations”, “Bank Products” or “Secured Bank Product Agreement”, # “Obligations”, “Revolving Obligations”, “FILO Obligations” or “Secured Obligations” or # “Availability Reserves”, “Dilution Reserve”, “Inventory Reserves”, “Receivables Reserves” or “Shrink Reserves”;
“Bank Product Obligations” means obligations owed by any Loan Party to any Bank Product Bank in respect of or in connection with any Bank Products and either # in existence on the Third Amendment Effective Date or # after the Third Amendment Effective Date, designated by the Bank Product Bank and the in writing to the as “Bank Product Obligations”.
“Bank Product Reserve” shall mean the aggregate amount of reserves established (based upon the obligations and liabilities of any Loan Party in respect of the Bank Product Obligations) by the [[Administrative Agent:Organization]] or the [[FILO Documentation Agent:Organization]] from time to time in its Permitted Discretion in respect of Bank Product Obligations then outstanding.
Eighth, ratably, to pay # Bank Product Obligations in an amount equal to the sum of # without duplication of clause (ii)(A) below, the Bank Product / Swap Obligations Cap, plus # such other amounts in respect of Bank Product Obligations for which the [[Administrative Agent:Organization]] has implemented a Bank Product Reserve (so long as such Bank Product Reserve was established prior to the occurrence of, and not in contemplation of, an Event of Default) and # obligations of any Loan Party arising under any Secured Hedge Agreement then due to the Hedge Banks in an amount equal to the sum of # without duplication of clause (i)(A) above, the Bank Product / Swap Obligations Cap, plus # such other amounts in respect of obligations of any Loan Party arising under any Secured Hedge Agreement for which the [[Administrative Agent:Organization]] has implemented a Swap Obligations Reserve (so long as such Swap Obligations Reserve was established prior to the occurrence of, and not in contemplation of, an Event of Default), in each case of clause (i) and clause (ii), ratably among the Bank Product Providers and Hedge Banks in proportion to the respective amounts described in this clause Eighth held by them;
“Bank Product / Swap Obligations Cap” shall mean, in respect of amounts applied to payment of Bank Product Obligations and obligations of any Loan Party arising under any Secured Hedge Agreement pursuant to Section 10.3, an aggregate amount equal to $5,000,000.
“Bank Product Provider” means any Lender or any of its Affiliates; provided, that, (a) no such Person (other than Wells Fargo or its Affiliates) shall constitute a Bank Product Provider with respect to a Bank Product unless and until Agent shall have received a Bank Product Provider Letter Agreement from such Person and with respect to the applicable Bank Product within ten (10) days after the provision of such Bank Product to a Loan Party and (b) if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations with respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product Obligations.
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