Common use of Separate undertakings Clause in Contracts

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, the Sponsor irrevocably waives, to the fullest extent permitted by all applicable Requirements of Law and for the benefit of, and as a separate undertaking with, the Administrative Agent any defense to the performance of this Agreement which may be available to the Sponsor, as a consequence of this Agreement being nonassumable, rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being terminated or modified, in any proceeding relating to bankruptcy or insolvency of the Borrower or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower or the debts of the Borrower under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such nonassumability, rejection, non-assumption, termination or modification by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so nonassumable, rejected or otherwise not assumed, or so terminated or modified, the Sponsor hereby agrees for the benefit of, and as a separate undertaking with the Administrative Agent, that it will be unconditionally liable to pay or to cause to be paid to the Administrative Agent, an amount equal to each payment which would otherwise be payable by the Sponsor under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Administrative Agent, at its address specified in Section 10 or otherwise in accordance with the instructions of the Administrative Agent, as and when such payment would otherwise be payable hereunder.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, the Sponsor Red Oak irrevocably waives, to the fullest extent permitted by all applicable Requirements of Law law and for the benefit of, and as a separate undertaking with, the Administrative Agent Collateral Agent, for the benefit of the Senior Parties, any defense to the performance of this Agreement which may be available to the Sponsor, it as a consequence of this Agreement being nonassumable, rejected or otherwise not assumed by the Borrower Company or any trustee or other similar official for the Borrower Company or for any substantial part of the property of the BorrowerCompany, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding relating seeking to bankruptcy adjudicate the Company a bankrupt or insolvency of the Borrower insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower Company or the debts of the Borrower Company under any Requirement of Law law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such nonassumability, rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so nonassumable, rejected or otherwise not assumed, or so terminated or modified, the Sponsor hereby Red Oak agrees for the benefit of, and as a separate undertaking with the Administrative Collateral Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Administrative Collateral Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the Sponsor provisions of this Agreement, or by such party that it would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Administrative Collateral Agent, at its address specified in Section 10 or otherwise for the benefit of the Senior Parties, in accordance with the instructions of the Administrative Collateral Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, the Sponsor Darling irrevocably waives, to the fullest extent permitted by all applicable Requirements of Applicable Law and for the benefit of, and as a separate undertaking with, the Administrative Agent Lender, any defense to the performance of this Agreement which may be available to the Sponsor, Darling as a consequence of this Agreement being nonassumable, rejected or otherwise not assumed by the Borrower or any trustee or other similar official for the Borrower or for any substantial part of the property of the Borrower, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding relating seeking to bankruptcy or insolvency of adjudicate the Borrower bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower or the debts of the Borrower under any Requirement of Law law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such nonassumability, rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstancecircumstance other than payment and performance in full. If this Agreement shall be so nonassumable, rejected or otherwise not assumed, or so terminated or modified, the Sponsor hereby Darling agrees for the benefit of, and as a separate undertaking with with, the Administrative AgentLender, that it will be unconditionally liable to pay or to cause to be paid to the Administrative AgentLender, an amount equal to each payment which would otherwise be payable by the Sponsor Darling, or by such party that Darling would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Administrative AgentLender, at its the address specified set forth in Section 10 7.13 or otherwise in accordance with the instructions of the Administrative AgentLender, as and when such payment would otherwise be payable hereunderhereunder and such amount to be applied as such payment.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, the Sponsor AESI irrevocably waives, to the fullest extent permitted by all applicable Requirements of Law law and for the benefit of, and as a separate undertaking with, the Administrative Agent Collateral Agent, for the benefit of the Senior Parties, any defense to the performance of this Agreement which may be available to the Sponsor, it as a consequence of this Agreement being nonassumable, rejected or otherwise not assumed by the Borrower Company or any trustee or other similar official for the Borrower Company or for any substantial part of the property of the BorrowerCompany, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding relating seeking to bankruptcy adjudicate the Company a bankrupt or insolvency of the Borrower insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower Company or the debts of the Borrower Company under any Requirement of Law law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such nonassumability, rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so nonassumable, rejected or otherwise not assumed, or so terminated or modified, the Sponsor hereby AESI agrees for the benefit of, and as a separate undertaking with the Administrative Collateral Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Administrative Collateral Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the Sponsor provisions of this Agreement, or by such party that it would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Administrative Collateral Agent, at its address specified in Section 10 or otherwise for the benefit of the Senior Parties, in accordance with the instructions of the Administrative Collateral Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.

Separate undertakings. Without limiting the generality of any of the foregoing provisions of this Agreement, the Sponsor each Contributing Partner irrevocably waives, to the fullest extent permitted by all applicable Requirements of Applicable Law and for the benefit of, and as a separate undertaking with, the Administrative Agent Collateral Agent, for the benefit of the Senior Parties, any defense to the performance of this Agreement which may be available to the Sponsor, it as a consequence of this Agreement being nonassumable, rejected or otherwise not assumed by the Borrower Partnership or any trustee or other similar official for the Borrower Partnership or for any substantial part of the property of the BorrowerPartnership, or as a consequence of this Agreement being otherwise terminated or modified, in any proceeding relating seeking to bankruptcy adjudicate the Partnership a bankrupt or insolvency of the Borrower insolvent or seeking liquidation, winding up, reorganization, arrangement, protection, relief or composition of the Borrower Partnership or the debts of the Borrower Partnership under any Requirement of Law law relating to bankruptcy, insolvency or reorganization or relief or protection of debtors, whether such nonassumability, rejection, non-assumption, termination or modification be by reason of this Agreement being held to be an executory contract or by reason of any other circumstance. If this Agreement shall be so nonassumable, rejected or otherwise not assumed, or so terminated or modified, the Sponsor hereby each Contributing Partner agrees for the benefit of, and as a separate undertaking with the Administrative Collateral Agent, for the benefit of the Senior Parties, that it will be unconditionally liable to pay or to cause to be paid to the Administrative Collateral Agent, for the benefit of the Senior Parties, an amount equal to each payment which would otherwise be payable by it pursuant to the Sponsor provisions of this Agreement, or by such Party that it would have caused to make payment, under or in connection with this Agreement if this Agreement were not so rejected or otherwise not assumed or were otherwise not so terminated or modified, such amount to be payable to the Administrative Collateral Agent, at its address specified in Section 10 or otherwise for the benefit of the Senior Parties, in accordance with the instructions of the Administrative Collateral Agent, as and when such payment would otherwise be payable hereunder and such amount to be applied as such payment would otherwise be applied hereunder.