Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.15, 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 8.15 shall remain in full force and effect until all Indebtedness is paid in full (other than contingent indemnity obligations for which no claims have been made) 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 8.15 constitute, and this Section 8.15 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 guarantees the payment and performance of all Indebtedness of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.158.18, 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 8.15 8.18 shall remain in full force and effect until all Indebtedness is paid in full (other than contingent indemnity obligations for which no claims have been made) 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 8.15 8.18 constitute, and this Section 8.15 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 hereby guarantees the payment and performance of all Indebtedness Obligations of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement Guarantee including obligations with in respect to Swap of Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 9.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.159.14, or otherwise under this Agreement or any Loan Credit 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 8.15 9.14 shall remain in full force and effect until all Indebtedness is paid Obligations are Paid in full Full (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements and contingent indemnity obligations for which no claims have been made) to the Lendersindemnification obligations, the Administrative Agent in each case, not then due and all other Secured Partiespayable), and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.15 9.14 constitute, and this Section 8.15 9.14 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 guarantees the payment and performance of all Indebtedness of each Credit Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Loan Party (other than the Borrower) in order for such Credit Loan Party to honor its obligations under its respective the Guaranty Agreement including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.158.16, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Loan 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 8.15 8.16 shall remain in full force and effect until all Indebtedness is paid in full (other than contingent indemnity obligations for which no claims have been made) 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 8.15 8.16 constitute, and this Section 8.15 8.16 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 guarantees the payment Undertake, and performance of all Indebtedness of cause each Credit Party (other than the Borrower) and absolutelySubsidiary that is a Qualified ECP Guarantor to undertake, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) Benefiting Guarantor in order for such Credit Party Benefiting Guarantor to honor its obligations (without giving effect to Section 7.17(b)) under its respective the Guaranty Agreement and any Collateral Document including obligations with respect to Swap Agreements Contracts (provided, however, that the Borrower shall only be liable under this Section 8.15 7.17(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.157.17(a), or otherwise under this Agreement or any Loan Document, as it relates to such other Credit PartiesBenefiting 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 8.15 7.17(a) shall remain in full force and effect until all Indebtedness is paid in full Obligations (other than contingent indemnity obligations for which no claims have been madeindemnification and expense obligations) to the Lenders, the Administrative Agent and all other Secured Partiesare paid in full, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.15 7.17(a) constitute, and this Section 8.15 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.” (h) Section 8.02(g) of the Original Credit Agreement shall be amended to read as follows:

Commodity Exchange Act Keepwell Provisions. The Borrower Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness Secured Obligations of each Credit Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Loan Party (other than the Borrower) in order for such Credit Loan Party to honor its obligations under its respective the Guaranty and Collateral Agreement including obligations with respect to Swap Hedging Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.15Section, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Loan 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 8.15 shall remain in full force and effect until all Indebtedness is Secured Obligations are paid in full (other than contingent indemnity obligations for which no claims have been made) 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 8.15 constitute, and this Section 8.15 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Indebtedness Obligations of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement including obligations with respect to Swap Agreements Hedge Transactions (provided, however, that the Borrower shall only be liable under this Section 8.15 9.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.159.15, or otherwise under this Agreement or any Loan Credit 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 8.15 9.15 shall remain in full force and effect until all Indebtedness is Obligations are paid in full (other than contingent indemnity obligations for which no claims have been made) 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 8.15 9.15 constitute, and this Section 8.15 9.15 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 guarantees the payment and performance of all Indebtedness of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.158.18, 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 8.15 8.18 shall remain in full force and effect until all Indebtedness is paid in full (other than contingent indemnity obligations for which no claims have been made) to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Revolving Credit Lenders’ Revolving Credit Commitments are terminated. The Borrower intends that this Section 8.15 8.18 constitute, and this Section 8.15 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 hereby guarantees the payment and performance of all Indebtedness of each Credit Party Obligor (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to each Credit Party Obligor (other than the Borrower) in order for such Credit Party Obligor to honor its obligations under its respective Guaranty Agreement including obligations with respect to Swap Hedging Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 8.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.158.09, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit PartiesObligors, 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 8.15 8.09 shall remain in full force and effect until all Indebtedness is paid in full (other than contingent indemnity obligations for which no claims have been made) to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Revolving Commitments and Term Commitments are terminated. The Borrower intends that this Section 8.15 8.09 constitute, and this Section 8.15 8.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Indebtedness First Out Obligations of each Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than the Borrower) in order for such Credit Party to honor its obligations under its respective Guaranty Agreement the Guarantee including obligations with respect to Swap Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 8.15 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1510.14, or otherwise under this Agreement or any Loan Credit 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 8.15 10.14 shall remain in full force and effect until all Indebtedness is First Out Obligations are paid in full (other than contingent indemnity obligations for which no claims have been made) 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 8.15 10.14 constitute, and this Section 8.15 10.14 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.