Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such Credit Party in order for such Credit Party to honor its Obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower shall only be liable under this Section 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.16, or otherwise under this Agreement or any Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.16 shall remain in full force and effect until this Agreement is terminated in accordance with its terms. Borrower intends that this Section 8.16 constitute a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such each other Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act in order for such Credit Party to honor its Obligations obligations under the Guaranty Agreement and any other Loan Documents with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower shall only be liable under this Section 8.16 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.168.17, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.16 8.17 shall remain in full force and effect until this Agreement all Indebtedness is terminated paid in accordance with its termsfull to the Lenders, the Administrative Agent, the Issuing Bank and all Secured Swap Providers, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.16 constitute 8.17 constitute, and this Section 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide to each Credit Loan Party (other than the Borrower) such funds or other support as may be needed from time to time by such Credit Loan Party in order for such Credit Loan Party to honor its Obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Loan Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower shall only be liable under this Section 8.16 5.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.165.17, or otherwise under this Agreement or any Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.16 5.17 shall remain in full force and effect until this Agreement is terminated in accordance with its terms. Borrower intends that this Section 8.16 5.17 constitute a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower To the extent that such Grantor is a Qualified ECP Guarantor, such Guarantor hereby guarantees the payment and performance of all Indebtedness of each Credit Party and absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such each Credit Party in order for such Credit Party to honor its Obligations obligations under its respective Security Instruments including obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower each such Grantor shall only be liable under this Section 8.16 8.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.168.24, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower such Grantors under this Section 8.16 8.24 shall remain in full force and effect until this Agreement all Indebtedness is terminated in accordance with its termsPaid In Full. Borrower Each such Grantor intends that this Section 8.16 constitute 8.24 constitute, and this Section 8.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutelywill, unconditionally and irrevocably undertakes to will cause each other Loan Party that is a Qualified ECP Guarantor to, provide to each Credit Party (other than the Borrower) such funds or other credit support to each other Loan Party as may be needed by such Loan Party from time to time by such Credit Party in order for such Credit Party to honor its Obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether all of such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed Loan Party's obligations under the guaranty provided under the Guaranty Agreement and Collateral Agreement (providedunder the other Loan Documents, howeverincluding, without limitation, obligations to guaranty Secured Obligations constituting Swap Obligations that would, in the Borrower shall only be liable under absence of the agreement in this Section 8.16 for 10.17, otherwise constitute Excluded Swap Obligations (but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor's obligations under this Section 8.1610.17, or otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of the Borrower under this Section 8.16 10.17 shall remain in full force and effect until this Agreement is terminated all Secured Obligations have been indefeasibly paid and performed in accordance with its termsfull. Borrower intends The Loan Parties intend that this Section 8.16 constitute 10.17 constitute, and this Section 10.17 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such each Credit Party (other than the Borrower) in order for such Credit Party to honor its Obligations obligations under the Guaranty including obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower shall only be liable under this Section 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.16, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.16 shall remain in full force and effect until this Agreement all Indebtedness is terminated Paid in accordance with its termsFull to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.16 constitute constitute, and this Section 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutelyUndertake, and cause each Subsidiary that is a Qualified ECP Guarantor to undertake, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such Credit Party each Benefiting Guarantor in order for such Credit Party Benefiting Guarantor to honor its Obligations with respect obligations (without giving effect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed Section 7.17(b)) under the Guaranty and any Collateral Agreement Document including obligations with respect to Swap Contracts (provided, however, that the Borrower shall only be liable under this Section 8.16 7.17(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.167.17(a), or otherwise under this Agreement or any Loan Document, as it relates to such Benefiting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.16 7.17(a) shall remain in full force and effect until this Agreement is terminated all Obligations (other than contingent indemnification and expense obligations) are paid in accordance with its termsfull, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.16 constitute 7.17(a) constitute, and this Section 7.17(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Benefiting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Commodity Exchange Act Keepwell Provisions. The Borrower Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such Credit Party in order for such Credit each other Loan Party to honor its all of such other Loan Party's (a) Lender Swap Obligations and Third Party Counterparty Swap Obligations and (b) obligations under the Guaranty including those with respect to any Lender Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such and Third Party Counterparty Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower each Qualified ECP Guarantor shall only be liable under this Section 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.16Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower each ECP Guarantor under this Section 8.16 shall remain in full force and effect until this Agreement is terminated in accordance with its termsthe Release Date. Borrower Each Qualified ECP Guarantor intends that this Section 8.16 constitute constitute, and this Section shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Each Borrower hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than the Borrowers) and absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such each Credit Party (other than the Borrowers) in order for such Credit Party to honor its Obligations obligations under the Guaranty Agreement including obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower Borrowers shall only be liable under this Section 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.16, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower Borrowers under this Section 8.16 shall remain in full force and effect until this Agreement all Indebtedness is terminated paid in accordance with its termsfull to the Lender, and all of the Commitment is terminated. Borrower intends The Borrowers intend that this Section 8.16 constitute constitute, and this Section 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such each Credit Party (other than the Borrower) that is not otherwise a Qualified ECP Guarantor in order for such Credit Party to honor its Obligations obligations under its respective Guaranty Agreement including obligations with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower shall only be liable under this Section 8.16 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.168.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.16 8.18 shall remain in full force and effect until this Agreement all Indebtedness is terminated paid in accordance with its termsfull to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Revolving Credit Commitments are terminated. The Borrower intends that this Section 8.16 constitute 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such Credit Party in order for such Credit each other Loan Party to honor its all of such other Loan Party’s (a) Lender Swap Obligations and Third Party Counterparty Swap Obligations and (b) obligations under the Guaranty including those with respect to any Lender Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such and Third Party Counterparty Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the Borrower each Qualified ECP Guarantor shall only be liable under this Section 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.16Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower each Qualified ECP Guarantor under this Section 8.16 shall remain in full force and effect until this Agreement is terminated in accordance with its termsthe Release Date. Borrower Each Qualified ECP Guarantor intends that this Section 8.16 constitute constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Each Borrower hereby guarantees the payment and performance of all Hedging Obligations of each other Credit Party and absolutely, unconditionally and irrevocably undertakes to provide to each Credit Party (other than the Borrower) such funds or other support as may be needed from time to time by such each other Credit Party in order for such other Credit Party to honor its Obligations obligations under its respective Guaranty with respect to any Swap Agreements or CFTC Hedging Obligations for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Credit Party or are guaranteed under the Guaranty and Collateral Agreement (provided, however, that the each Borrower shall only be liable under this Section 8.16 6.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.166.20, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower Borrowers under this Section 8.16 6.20 shall remain in full force and effect until this Agreement is terminated all Obligations are paid in accordance with its termsfull to the Lenders, the Agent and all other Lender Parties, and all of the Lenders’ Commitments are terminated. Borrower intends The Borrowers intend that this Section 8.16 constitute 6.20 constitute, and this Section 6.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.