Common use of Keep Well Clause in Contracts

Keep Well. The Parent will from time to time promptly make such capital contributions to the Borrower as may be required for the Borrower to meet its obligations to pay any and all interest and other amounts due (other than principal) under the terms of the Notes and the other Loan Documents, whenever such amounts may be due and payable, and further to provide for payment of administrative overhead and similar expenses of operating the Borrower from time to time, in each case so long as the Notes remain outstanding (such obligation to make contributions, the "Keep Well Obligation"); provided that for purposes of this Agreement, the Keep Well Obligation shall terminate with respect to Interest Obligations which no longer accrue upon the occurrence of a Cut-Off Event. The term "Interest Obligations" means the obligations of the Borrower to pay interest under the Notes; provided that (x) if the principal amount of the Notes is repaid by transfer of Purchaser Shares as provided under the terms of the Note Purchase Agreement, or (y) if the Company has completely foreclosed upon the Pledged Collateral under the Pledge Agreement or (z) an Event of Default has occurred, the Company has a right to foreclose on the Pledged Collateral, there is no stay in effect preventing such foreclosure, and the Company fails to take reasonable steps to effectuate a foreclosure with respect to all of the Pledged Collateral (any such event in clauses (x), (y) or (z), a "Cut-Off Event"), then, in each case, for purposes of this Agreement, from and after a Cut-Off Event, Interest Obligations shall no longer accrue with respect to the principal amount of the Notes (but interest may continue to accrue with respect to unpaid interest).