Common use of Swap Obligations Clause in Contracts

Swap Obligations. Notwithstanding anything to the contrary set forth in this Guaranty, Guarantor shall not be deemed under this Guaranty to be a guarantor of any Swap Obligations to the extent that the providing of such guaranty by Guarantor would violate applicable law or regulation. If Guarantor is a Qualified ECP Guarantor, Guarantor hereby unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of such Guarantor’s obligations under any Guaranty in respect of Swap Obligations (provided, however, that Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Executed as of the date first written above. GUARANTOR: By: Name: Title: THIS CONFIRMATION OF GUARANTY (this “Confirmation”) is executed as of August 15, 2018, by each of the undersigned (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and their respective successors and assigns (collectively, the “Lenders”) that are from time to time parties to the Credit Agreement (as hereinafter defined). Capitalized terms not otherwise defined in this Confirmation shall have the meanings ascribed to such terms in the applicable Guaranty (as hereinafter defined).

Swap Obligations. Notwithstanding anything to the contrary set forth in this Guarantyany Credit Document, no Guarantor shall not be deemed under this Guaranty Article 10 to be a guarantor of any Swap Obligations if such Guarantor was not an “eligible contract participant” as defined in § 1a(18) of the Commodity Exchange Act, at the time the guarantee under this Article 10 becomes effective with respect to such Swap Obligation and to the extent that the providing of such guaranty guarantee by such Guarantor would violate applicable law or regulation. If the Commodity Exchange Act; provided however that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the guarantee of the Credit Party Obligations of such Guarantor under this Article 10 by a Guarantor that is also a Qualified ECP GuarantorGuarantor shall be taken into account. Without limiting anything in this Article 10, 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 to each other Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Guarantor’s obligations Guarantor under any Guaranty this Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this SectionSection 10.10, or otherwise under this GuarantyArticle 10, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The undertaking of each Qualified ECP Guarantor under this Section 10.10 shall remain in full force and effect until termination of the Commitments and payment in full of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 10.10 constitute, and this Section 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act. Executed as of the date first written above. GUARANTOR: By: Name: Title: THIS CONFIRMATION OF GUARANTY (this “Confirmation”) is executed as of August 15, 2018, by each of the undersigned (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and their respective successors and assigns (collectively, the “Lenders”) that are from time to time parties to the Credit Agreement (as hereinafter defined). Capitalized terms not otherwise defined in this Confirmation shall have the meanings ascribed to such terms in the applicable Guaranty (as hereinafter defined).

Swap Obligations. Notwithstanding anything to the contrary set forth in this Guaranty, Guarantor shall not be deemed under this Guaranty to be a guarantor of any Swap Obligations to the extent that the providing of such guaranty by Guarantor would violate applicable law or regulation. If Guarantor is a Qualified ECP Guarantor, Guarantor hereby unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of such Guarantor’s obligations under any Guaranty in respect of Swap Obligations (provided, however, that Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Executed as of the date first written above. GUARANTOR: By: Name: Title: THIS CONFIRMATION OF GUARANTY (this “Confirmation”) is executed as of August 15March 13, 20182014, by each of the undersigned (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and their respective successors and assigns (collectively, the “Lenders”) that are from time to time parties to the Credit Agreement (as hereinafter defined). Capitalized terms not otherwise defined in this Confirmation shall have the meanings ascribed to such terms in the applicable Guaranty (as hereinafter defined).

Swap Obligations. (a) Within thirty (30) days after the Effective Date, Borrower shall obtain, and maintain in effect, a Swap Agreement reasonably acceptable to Administrative Agent, which Swap Agreement shall (i) hedge a notional amount not less than $215,000,000 and (ii) have a term expiring no earlier than the fourth anniversary of the Effective Date. Once Administrative Agent has approved a Swap Agreement in accordance with the preceding sentence, such Swap Agreement shall be deemed acceptable to Administrative Agent and shall be deemed to satisfy the requirements of the preceding sentence so long as it remains in full force and effect. Notwithstanding the foregoing, if, following Borrower’s timely request, Xxxxx Fargo is unable to provide a Swap Agreement which satisfies the requirements of this Section 2.11, then Borrower shall have no further obligation to enter into a Swap Agreement pursuant to the terms of this Section 2.11. Notwithstanding anything to the contrary set forth in herein, Administrative Agent hereby confirms that as of the date of this GuarantyAgreement, Guarantor Borrower has entered into a Swap Agreement which satisfies the conditions of this Section 2.11. (b) If Borrower elects to purchase a Swap Agreement from Xxxxx Fargo, (i) Borrower shall satisfy all applicable eligibility requirements, (ii) Borrower shall, upon receipt from Administrative Agent, execute promptly all documents evidencing such transaction, and (iii) the Mortgage shall secure the Secured Swap Obligations on a pari passu basis. If Borrower purchases a Swap Agreement from a counterparty other than Xxxxx Fargo, such counterparty shall be reasonably acceptable to Administrative Agent and such Swap Agreement shall not be deemed under this Guaranty to be a guarantor of secured by the Collateral in any Swap Obligations to the extent manner whatsoever, and Borrower shall, at Administrative Agent’s request, confirm that the providing of such guaranty by Guarantor would violate applicable law or regulation. If Guarantor is a Qualified ECP Guarantor, Guarantor hereby unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor Borrower has collaterally assigned all of such GuarantorBorrower’s obligations right, title and interest to receive any and all payments under any Guaranty in respect of the Swap Obligations (providedAgreement to Administrative Agent, however, that Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor Lenders, pursuant to a separate collateral assignment (in form and substance acceptable to Administrative Agent), and shall deliver to Administrative Agent executed counterparts of such Swap Agreement (which shall, by its terms, authorize the assignment to Administrative Agent and require that, at Administrative Agent’s request, payments made to Borrower by the counterparty under such Swap Agreement be deposited directly into an account acceptable to Administrative Agent), executed by Borrower and the applicable counterparty. (c) Borrower hereby grants and assigns to Administrative Agent, for all purposes the benefit of Section 1a(18)(A)(v)(II) Lenders, a security interest, to secure payment and performance of the Commodity Exchange Act. Executed as of the date first written above. GUARANTOR: By: Name: Title: THIS CONFIRMATION OF GUARANTY (this “Confirmation”) is executed as of August 15, 2018, by each of the undersigned (each, a “Guarantor,” and collectively, the “Guarantors”)Obligations, in favor all of Bank of AmericaBorrower’s right, N.A.title and interest, as administrative agent (the “Administrative Agent”) for the Lenders and their respective successors and assigns (collectivelynow or hereafter acquired, the “Lenders”) that are from time to time parties to the Credit Agreement (as hereinafter defined). Capitalized terms not otherwise defined in this Confirmation shall have the meanings ascribed payment of money to such terms in the applicable Guaranty (as hereinafter defined)Borrower under any Swap Agreement.

Swap Obligations. Notwithstanding anything to the contrary set forth in this Guaranty, Guarantor shall not be deemed under this Guaranty to be a guarantor of any Swap Obligations to the extent that the providing of such guaranty by Guarantor would violate applicable law or regulation. If Guarantor is a Qualified ECP Guarantor, Guarantor hereby unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of such Guarantor’s obligations under any Guaranty in respect of Swap Obligations (provided, however, that Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Executed as of the date first written above. GUARANTOR: By: _______________________________ Name: _______________________________ Title: _______________________________ THIS CONFIRMATION OF GUARANTY (this “Confirmation”) is executed as of August 15May 1, 20182015, by each of the undersigned (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders and their respective successors and assigns (collectively, the “Lenders”) that are from time to time parties to the Credit Agreement (as hereinafter defined). Capitalized terms not otherwise defined in this Confirmation shall have the meanings ascribed to such terms in the applicable Guaranty (as hereinafter defined).