Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 55 contracts
Samples: Credit Agreement (CompoSecure, Inc.), Credit Agreement (Chefs' Warehouse, Inc.), Credit Agreement and Waiver (Bed Bath & Beyond Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 Section, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationsthis Guaranty in accordance with Section 20 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 47 contracts
Samples: Subsidiary Guaranty (ExchangeRight Income Fund), Fourth Amended (RLJ Lodging Trust), Credit Agreement (STORE CAPITAL Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 16 contracts
Samples: Credit Agreement (CRAWFORD UNITED Corp), Credit Agreement (Harmonic Inc), Credit Agreement (CRAWFORD UNITED Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.12, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.12 shall remain in full force and effect until the termination release of all Swap Obligationsthis Guaranty under Section 9.09(b)(ii). Each Qualified ECP Guarantor intends that this Section 10.13 11.12 constitute, and this Section 10.13 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 11 contracts
Samples: Credit Agreement (Entercom Communications Corp), Credit Agreement (Meredith Corp), Credit Agreement (CBS Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Facility Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.25, or otherwise under this Loan Guaranty the Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.25 constitute, and this Section 10.13 10.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 11 contracts
Samples: Credit Agreement (KOHLS Corp), Credit Agreement (Tilly's, Inc.), Credit Agreement (Childrens Place, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guarantee Agreement and the other Loan Documents in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8 or otherwise under this Loan Guaranty Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 10 contracts
Samples: Credit Agreement (OneWater Marine Inc.), Credit Agreement (Malibu Boats, Inc.), Credit Agreement (OneWater Marine Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Facility Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.24, or otherwise under this Loan Guaranty the Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.24 constitute, and this Section 10.13 10.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 9 contracts
Samples: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Tilly's, Inc.), Credit Agreement (Abercrombie & Fitch Co /De/)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 9 contracts
Samples: Term Loan Credit Agreement (BRP Inc.), First Lien Credit Agreement (Portillo's Inc.), Second Lien Credit Agreement (Portillo's Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.12, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.12 shall remain in full force and effect until the termination release of all Swap Obligationsthis Guaranty under Section 9.09(b)(ii). Each Qualified ECP Guarantor intends that this Section 10.13 11.12 constitute, and this Section 10.13 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II1 a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 8 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (Uniti Group Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 8 contracts
Samples: Credit Agreement (Potbelly Corp), Assignment and Assumption (CRH Medical Corp), Credit Agreement (Potbelly Corp)
Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 8 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 8 contracts
Samples: Loans and Payments (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.)
Keepwell. Each Guarantor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsGuarantied Obligations have been paid in full in cash. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 8 contracts
Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Ascent Industries Co.), Credit Agreement (Lifecore Biomedical, Inc. \De\)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination satisfaction and discharge of all Swap Guaranteed Obligations. Each The U.S. Borrower and each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the U.S. Borrower and each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 8 contracts
Samples: Credit Agreement (Vestis Corp), Credit Agreement, Credit Agreement (Aramark)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.17, or otherwise under this Loan Guaranty Article VII, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Commitments and the repayment in full of all outstanding Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.17 constitute, and this Section 10.13 7.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 7 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Section 7.01 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.11, or otherwise under this Loan Guaranty Section 7.01, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 7.11 shall remain in full force and effect until the termination a discharge of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.11 constitute, and this Section 10.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 7 contracts
Samples: Pledge Agreement (International Seaways, Inc.), Credit Agreement (Layne Christensen Co), Credit Agreement (Layne Christensen Co)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Article XII in respect of a Swap Obligation Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Section, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 12.10 shall remain in full force and effect until the termination of all Swap Obligationsdischarged in accordance with Section 12.3. Each Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 7 contracts
Samples: Credit Agreement (Fortegra Group, Inc), Credit Agreement (Tiptree Inc.), Credit Agreement (Tiptree Inc.)
Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee guarantee in respect of a Swap any Hedging Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.13 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 3.11, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 3.11 shall remain in full force and effect until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of all Swap Obligationsthe Commitments of the Lenders under this Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.13 3.11 constitute, and this Section 10.13 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 7 contracts
Samples: Credit Agreement (Cars.com Inc.), Credit Agreement (Cars.com Inc.), Credit Agreement (Douglas Dynamics, Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party or Loan Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 7 contracts
Samples: Assignment and Assumption (ExlService Holdings, Inc.), Credit Agreement (Integral Ad Science Holding Corp.), Credit Agreement (Datto Holding Corp.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party or Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 6 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guarantee any Credit Document in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 8.18 or otherwise under this Loan Guaranty any Credit Document voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 8.18 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 8.18 constitute, and this Section 10.13 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 6 contracts
Samples: Credit Agreement (NGL Energy Partners LP), Credit Agreement (NGL Energy Partners LP), Credit Agreement (KLX Energy Services Holdings, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Section 11 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.10, or otherwise under this Loan Guaranty Section, voidable under applicable law Legal Requirements relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.10 shall remain in full force and effect until the termination of all Swap Obligationsdischarged in accordance with Section 11.3. Each Qualified ECP Guarantor intends that this Section 10.13 11.10 constitute, and this Section 10.13 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 6 contracts
Samples: Credit Agreement (Limbach Holdings, Inc.), Credit Agreement (Delek Logistics Partners, LP), Credit Agreement (Limbach Holdings, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Loan Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 6 contracts
Samples: Credit Agreement (Clarus Corp), Credit Agreement (Farmer Brothers Co), Credit Agreement (Farmer Brothers Co)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under the Guaranty under this Guarantee Article X in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.10, or otherwise under the Guaranty under this Loan Guaranty Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement or the release of such Guarantor in accordance with Section 8.11. Each Qualified ECP Guarantor intends that this Section 10.13 10.10 constitute, and this Section 10.13 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 6 contracts
Samples: Credit Agreement (Smurfit WestRock PLC), Credit Agreement (WestRock Co), Credit Agreement (WestRock Co)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty and Security Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.19, or otherwise under this Guaranty, as it relates to such other Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement has been terminated pursuant to Section 10.16(a). Each Qualified ECP Guarantor intends that this Section 10.13 10.19 constitute, and this Section 10.13 10.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Guaranty and Security Agreement (RadNet, Inc.), Guaranty and Security Agreement (RadNet, Inc.), Guaranty and Security Agreement (Dakota Plains Holdings, Inc.)
Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Mission Broadcasting Inc)
Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.23, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.23 to constitute, and this Section 10.13 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Credit Agreement (Nexstar Broadcasting Group Inc), Credit Agreement (Mission Broadcasting Inc), Credit Agreement (Nexstar Broadcasting Group Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Security Party to honor all of its obligations under this Guarantee guarantee in respect of a Swap Obligation Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 Clause 16.17 only for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 Clause 16.17, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 Clause 16.17 shall remain in full force and effect until the termination of all Swap Obligationssuch Qualified ECP Guarantor is released pursuant to Clause 16.16. Each Qualified ECP Guarantor intends that this Section 10.13 Clause 16.17 constitute, and this Section 10.13 Clause 16.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Loan Agreement (Dorian LPG Ltd.), Loan Agreement (Dorian LPG Ltd.), Loan Agreement (Eagle Bulk Shipping Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.11 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 10.11 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.11 constitute, and this Section 10.13 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.), Credit Agreement (Mednax, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Credit Agreement (Haynes International Inc), Credit Agreement (HF Foods Group Inc.), Credit Agreement (HF Foods Group Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.17, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.17 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.17 constitute, and this Section 10.13 11.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
Keepwell. Each Qualified ECP Guarantor that is party hereto hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 18, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided hereinSubject to the provisions of Section 21, the obligations of each such Qualified ECP Guarantor under this Section 10.13 18 shall remain in full force and effect until a discharge of the termination of all Swap Guaranteed Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 18 constitute, and this Section 10.13 18 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 5 contracts
Samples: Credit Agreement (Host Hotels & Resorts L.P.), Assignment and Assumption (Host Hotels & Resorts L.P.), Assignment and Assumption (Host Hotels & Resorts, Inc.)
Keepwell. Each Qualified ECP Guarantor that is a U.S. Loan Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each such Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee the guarantee contained herein in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 12.10 shall remain in full force and effect until the termination discharge of all Swap Obligationsthe Secured Obligations in full. Each Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. * * *
Appears in 4 contracts
Samples: Credit Agreement (Athena Spinco Inc.), Credit Agreement (Athena Spinco Inc.), Credit Agreement (Athena Spinco Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Loan Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.13, or otherwise under this the Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party or Loan Guarantor to honor all of its obligations under this Guarantee Loan Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Flywire Corp), Credit Agreement (Flywire Corp), Credit Agreement (Medifast Inc)
Keepwell. Each Qualified ECP Guarantor hereby hereby, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.03 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.03, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 2.03 shall remain in full force and effect until the termination of all Swap Obligationssuch Guarantor is released from its obligations hereunder in accordance with Section 10.16 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 2.03 constitute, and this Section 10.13 2.03 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC), Revolving Credit Agreement (PBF Energy Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Roblox Corp), Credit Agreement (Unisys Corp), Credit Agreement (Roblox Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Loan Documents in respect of a Swap Obligation Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.13 10.27 or otherwise under this Loan the Guaranty and Security Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsAggregate Commitments have been terminated and the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.27 to constitute, and this Section 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.), Abl Credit Agreement (Lands' End, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.18, or otherwise under this Loan Guaranty the Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the termination of all Swap ObligationsObligations in accordance with Section 1.02(b). Each Qualified ECP Guarantor intends that this Section 10.13 9.18 constitute, and this Section 10.13 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Loan Credit Agreement (Express, Inc.), Security Agreement (Express, Inc.), Security Agreement (Express, Inc.)
Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee guarantee in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.13 8.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 8.19, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 8.19 shall remain in full force and effect until such Qualified Keepwell Provider is released from its obligations under the termination of all Swap ObligationsLoan Documents in accordance with the terms thereof. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.13 8.19 constitute, and this Section 10.13 8.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.12, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination payment and satisfaction in fully in cash of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.12 constitute, and this Section 10.13 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Norcraft Companies, Inc.), Security Agreement (Norcraft Companies, Inc.), Credit Agreement (Norcraft Companies Lp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Non-ECP Guarantor to honor all of its obligations under this Guarantee Agreement in respect of a any Swap Obligation Obligations that would otherwise be Excluded Swap Obligations but for this Section 10.14 (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can hereby be hereby incurred and otherwise subject to the limitations on the Obligations of the Guarantors contained in this Guaranty without rendering its obligations under this Section 10.13 10.14, or otherwise under this Agreement, as it relates to such Loan Guaranty Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this This Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Non-ECP Guarantor for all purposes of Section §1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Black Knight, Inc.), Credit and Guaranty Agreement (System1, Inc.), Credit and Guaranty Agreement (System1, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.07, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 2.07 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement and the Guaranties made hereunder pursuant to Section 4.12. Each Qualified ECP Guarantor intends that this Section 10.13 2.07 constitute, and this Section 10.13 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: And Restatement Agreement, Converting Term Lender (Sabre Corp), Guaranty (Sabre Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Kelly Services Inc), Assignment Agreement (Kelly Services Inc), Assignment Agreement (Kelly Services Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guarantee any Credit Document in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19 or otherwise under this Loan Guaranty any Credit Document voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Hi-Crush Inc.), Possession Credit Agreement (Hi-Crush Inc.), Possession Credit Agreement (Hi-Crush Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Guarantees in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.09, or otherwise under this the Guarantees, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination a Discharge of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.09 constitute, and this Section 10.13 10.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(IISection1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.08 or otherwise under the Guaranty under this Loan Guaranty Article X voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided hereinherein (including Section 10.07), the obligations of each Qualified ECP Guarantor under this Section 10.13 10.08 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.08 constitute, and this Section 10.13 10.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 4 contracts
Samples: Credit Agreement (Phinia Inc.), Credit Agreement (Atmus Filtration Technologies Inc.), Credit Agreement (Atmus Filtration Technologies Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party and/or Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 11.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.13 constitute, and this Section 10.13 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (CSW Industrials, Inc.), Credit Agreement (CSW Industrials, Inc.), Credit Agreement (CSW Industrials, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation Contracts (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.), Asset Based Revolving Credit Agreement (Warrior Met Coal, LLC)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.11, or otherwise under this Guaranty, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until a Discharge of the termination of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 2.11 constitute, and this Section 10.13 2.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Lien Guaranty Agreement (Centric Brands Inc.), Credit Agreement (Affinion Group, Inc.), First Lien Guaranty Agreement (Centric Brands Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Loan Guaranty in respect of a Swap Hedging Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law any Requirement of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Hedging Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Livent Corp.), Credit Agreement (Arcadium Lithium PLC), Credit Agreement (Livent Corp.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.11, or otherwise under this Guaranty, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until a Discharge of the termination of all Swap Secured Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.11 constitute, and this Section 10.13 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (NRG Yield, Inc.), Credit Agreement, Credit Agreement (NRG Yield, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Non-ECP Guarantor to honor all of its obligations under this Guarantee Agreement in respect of a any Swap Obligation Obligations that would otherwise be Excluded Swap Obligations but for this Section 10.14 (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.04 for the maximum amount of such liability that can hereby be hereby incurred and otherwise subject to the limitations on the Obligations of the Guarantors contained in this Guaranty Agreement without rendering its obligations under this Section 10.13 10.04, or otherwise under this Agreement, as it relates to such Loan Guaranty Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this This Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Non-ECP Guarantor for all purposes of Section § 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham Group, Inc.), Credit Agreement (Latham Group, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Section 2 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2, or otherwise under this Loan Guaranty Section 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsGuaranteed Obligations are released pursuant to Section 8.15 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 2 constitute, and this Section 10.13 2 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), Guarantee and Collateral Agreement (INC Research Holdings, Inc.), Credit Agreement (INC Research Holdings, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.23, or otherwise under the Guaranty or this Loan Guaranty Agreement in respect of the Obligations, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the Obligations and termination of all Swap Obligationsthe Aggregate Commitments. Each Qualified ECP Guarantor intends that this Section 10.13 9.23 constitute, and this Section 10.13 9.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Sally Beauty Holdings, Inc.)
Keepwell. Each Borrower that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guarantee Article 12 in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 12.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.12 or otherwise under this Loan Guaranty Article 12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 12.12 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 12.12 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Company to honor all of its obligations under this Guarantee Company Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 14.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 14.7, or otherwise under this Loan Guaranty Company Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the a repayment in full and termination of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 14.7 constitute, and this Section 10.13 14.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement and Syndicated Facility Agreement (Owens-Illinois Group Inc), Assignment and Assumption Agreement (Owens-Illinois Group Inc), Intercreditor Agreement (Owens-Illinois Group Inc)
Keepwell. Each Qualified ECP Guarantor that is a U.S. Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee U.S. Guaranty in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan U.S. Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each such Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. SECTION 10.14
Appears in 3 contracts
Samples: Credit Agreement (Designer Brands Inc.), Credit Agreement (Designer Brands Inc.), Credit Agreement (Designer Brands Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 11.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.13 constitute, and this Section 10.13 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.), Credit Agreement (Blue Owl Capital Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Cott Corp /Cn/), Credit Agreement (G Iii Apparel Group LTD /De/)
Keepwell. Each Guarantor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 15.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 15.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination Full Payment of all Swap the Guarantied Obligations. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 15.10 constitute, and this Section 10.13 15.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Guaranty and Security Agreement (BIG 5 SPORTING GOODS Corp), Loan, Guaranty and Security Agreement (SMART Global Holdings, Inc.), Guaranty and Security Agreement (Inari Medical, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination satisfaction and discharge of all Swap Guaranteed Obligations. Each The Borrower and each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Clean Harbors Inc), First Amendment (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Page Follows]
Appears in 3 contracts
Samples: Credit Agreement (F45 Training Holdings Inc.), Credit Agreement (CompoSecure, Inc.), Credit Agreement (F45 Training Holdings Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee the Guaranty in respect of a Swap Obligation any Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.19 shall remain in full force and effect until the payment in full of the Obligations and the termination of all Swap Obligationsthis Agreement and the Guaranty. Each Qualified ECP Guarantor intends that this Section 10.13 10.19 constitute, and this Section 10.13 10.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 103
Appears in 2 contracts
Samples: Credit Agreement (Clear Secure, Inc.), Credit Agreement (Clear Secure, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each such Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. SECTION 10.14
Appears in 2 contracts
Samples: Credit Agreement (Big Lots Inc), Credit Agreement (Big Lots Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party that is a Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Specified Derivatives Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 32, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 32 shall remain in full force and effect until the termination of all Swap Obligationsthis Guaranty in accordance with Section 21 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 32 constitute, and this Section 10.13 32 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Intercreditor Agreement (Pennsylvania Real Estate Investment Trust), Guaranty (Pennsylvania Real Estate Investment Trust)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (providedprovided that, however, that each Qualified ECP Guarantor shall will only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall will remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Allbirds, Inc.), Credit Agreement (Francesca's Holdings CORP)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Section 10 in respect of a any Specified Swap Obligation Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8, or otherwise under this Loan Guaranty Section 10, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap Obligationssuch time as such Qualified ECP Guarantor is released from its Obligations hereunder. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Subsidiary Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (World Wrestling Entertainmentinc), Credit Agreement (World Wrestling Entertainmentinc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.16, or otherwise under this Loan Guaranty Article VII, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Commitments and the repayment in full of all outstanding Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.16 constitute, and this Section 10.13 7.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.11, or otherwise under this Guaranty, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until a Discharge of the termination of all Swap Secured Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.11 constitute, and this Section 10.13 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 109
Appears in 2 contracts
Samples: Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.), Senior Secured Bridge Credit Agreement (Clearway Energy LLC)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations 138 of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsCommitments and payment in full of all Obligations (other than contingent indemnification obligations). Each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (TXO Partners, L.P.), Credit Agreement (MorningStar Partners, L.P.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Grantor hereunder to honor all of its obligations under this Guarantee Agreement in respect of Swap Obligations of a Swap Obligation Canadian Loan Party (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination Discharge of all Swap Canadian Borrower Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Foundation Building Materials, Inc.), Intercreditor Agreement (Forterra, Inc.)
Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee guarantee in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.13 10.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.15, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 10.15 shall remain in full force and effect until the termination payment in full of all Swap Obligationsthe Guaranteed Obligations and the release of such Qualified Keepwell Provider from its obligations hereunder pursuant to Section 9.02 of the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.13 10.15 constitute, and this Section 10.13 10.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Fourth Amendment (Office Depot Inc), Credit Agreement (Office Depot Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.16, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 7.16 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.16 constitute, and this Section 10.13 7.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.), Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Page Follows]
Appears in 2 contracts
Samples: Credit Agreement (FIGS, Inc.), Credit Agreement (Arotech Corp)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guarantee Agreement and the other Loan Documents in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8 or otherwise 104 under this Loan Guaranty Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.)
Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating 211 to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guarantee obligations under this Guarantee Article 11 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.10, or otherwise its Guarantee obligations under this Loan Guaranty Article 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationssuch Qualified ECP Guarantor’s obligations under this Article 11 terminate pursuant to Section 11.8. Each Qualified ECP Guarantor intends that this Section 10.13 11.10 constitute, and this Section 10.13 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [the remainder of this page has been intentionally left blank] 125 1821445.29\C072091\0303228 GCI HOLDINGS CREDIT AGREEMENT
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Gci Inc), Credit Agreement (General Communication Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.04 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.04, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.04 shall remain in full force and effect until at any time the termination of all Swap ObligationsTransaction Liens (as defined in the Security Agreement) or the Guaranty set forth in Section 9.01 are in effect. Each Qualified ECP Guarantor intends that this Section 10.13 9.04 constitute, and this Section 10.13 9.04 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Tower International, Inc.), Revolving Credit and Guaranty Agreement (Tower International, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 4.16, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 4.16 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement or the release of such Guarantor in accordance with Section 4.13. Each Qualified ECP Guarantor intends that this Section 10.13 4.16 constitute, and this Section 10.13 4.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. * * *
Appears in 2 contracts
Samples: Security Agreement (Casa Systems Inc), Security Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Keepwell. Each Guarantor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 15.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 15.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 15.10 shall remain in full force and effect until the termination Full Payment of all Swap the Guarantied Obligations. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 15.10 constitute, and this Section 10.13 15.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Infinera Corp), Loan, Guaranty and Security Agreement (Quotient Technology Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guarantee Agreement and the other Loan Documents in respect of a Swap Obligation (Obligations provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8 or otherwise under this Loan Guaranty Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Biote Corp.), Credit Agreement (Archer Aviation Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.17, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecurity Termination (as defined in the Guarantee and Collateral Agreement) has occurred. Each Qualified ECP Guarantor intends that this Section 10.13 12.17 constitute, and this Section 10.13 12.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Jones Energy, Inc.), Credit Agreement (Jones Energy, Inc.)
Keepwell. Each Guarantor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsGuarantied Obligations have been paid in full in cash. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 12.11
Appears in 2 contracts
Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Roadrunner Transportation Systems, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Article VII in respect of a all obligations in respect of Swap Obligation Agreements that constitute Secured Obligations hereunder (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.11 or otherwise under this Loan Guaranty Article VII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 Article VII shall remain in full force and effect until a discharge of the termination of all Swap ObligationsGuaranteed Liabilities. Each Qualified ECP Guarantor intends that this Section 10.13 7.11 constitute, and this Section 10.13 7.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Gastar Exploration Inc.), Credit Agreement (Gastar Exploration Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10 shall remain in full force and effect until the termination discharge and indefeasible payment in full in cash of all Swap the Guarantee Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10 constitute, and this Section 10.13 10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Security Agreement (Energy Future Competitive Holdings Co LLC), Security Agreement (Energy Future Competitive Holdings Co LLC)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until satisfaction of the termination of all Swap ObligationsFinal Release Conditions. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Winnebago Industries Inc), Credit Agreement (G Iii Apparel Group LTD /De/)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 23 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 23 shall remain in full force and effect until the termination of all Swap Obligationsthis Guaranty with respect to such Guarantor in accordance with Section 4. Each Qualified ECP Guarantor intends that this Section 10.13 23 constitute, and this Section 10.13 23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. CREDIT AGREEMENT
Appears in 2 contracts
Samples: Credit Agreement (Mam Software Group, Inc.), Credit Agreement (Mam Software Group, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Agreement in respect of a Secured Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.09, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 2.09 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement in full or, with respect to such Qualified ECP Guarantor, in accordance with Section 5.12 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 2.09 constitute, and this Section 10.13 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: First Lien Guarantee Agreement (Franchise Group, Inc.), First Lien Guarantee Agreement (Franchise Group, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party (other than the Borrower) to honor honour all of its obligations under this Guarantee its guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 6.09. or otherwise under this Loan Guaranty its guarantee, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 6.09 shall remain in full force and effect until discharged in accordance with the termination provisions of all Swap Obligationsits guarantee. Each Qualified qualified ECP Guarantor intends that this Section 10.13 6.09 constitute, and this Section 10.13 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the US Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Tilray Brands, Inc.), Credit Agreement (Tilray Brands, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Orthofix Medical Inc.), Morgan Credit Agreement (Acorda Therapeutics Inc)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.10, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 7.10 shall remain in full force and effect until the termination of all Swap ObligationsGuaranteed Obligations have been indefeasibly paid in full. Each Qualified ECP Guarantor intends that this Section 10.13 7.10 constitute, and this Section 10.13 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings, LLC)
Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee Loan Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Party City Holdco Inc.), Credit Agreement (Party City Holdco Inc.)