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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 17 contracts
Sources: Credit Agreement (APi Group Corp), Credit Agreement (Element Solutions Inc), Credit Agreement (APi Group 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 Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.11, or otherwise under this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 4.08 4.11 constitute, and this Section 4.08 4.11 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 10 contracts
Sources: Credit Agreement (Sphere Entertainment Co.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSGE 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 Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.12, or otherwise under this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 4.08 4.12 constitute, and this Section 4.08 4.12 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 6 contracts
Sources: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks 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 Guaranty Credit Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.9, or otherwise under this Guaranty, as it relates to such Loan PartyCredit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Credit Party Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 4.9 constitute, and this Section 4.08 4.9 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
Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare 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 Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.086.09, or otherwise under this Guarantythe Guarantee, as it relates to such Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 6.09 constitute, and this Section 4.08 6.09 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
Sources: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Las Vegas 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 Guaranty Agreement in respect of Secured Obligations under Specified Swap Obligations Agreements (providedprovided that, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, 2.8 or otherwise under this Guaranty, as it relates to such Loan PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until a the Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.8 constitute, and this Section 4.08 2.8 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
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (Organogenesis 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 Guaranty or the other Loan Documents in respect of Related Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08Section, or otherwise under this Guaranty, as it relates to such Guaranty or the other Loan PartyDocuments, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge termination of Guaranteed Obligationsthis Guaranty. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 5 contracts
Sources: Springing Guaranty (Kite Realty Group, L.P.), Credit Agreement (Kite Realty Group, L.P.), Term Loan Agreement (Kite Realty Group, L.P.)
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 Guaranty the Guarantees in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 14.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0814.22, or otherwise under this Guaranty, as it relates to such Loan Partythe Guarantees, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 14.22 constitute, and this Section 4.08 14.22 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
Sources: Credit Agreement (Clean Harbors Inc), Credit Agreement (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 Credit Party to honor all of its obligations under this Guaranty guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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
Sources: Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, Inc.), Credit Agreement (Live Nation Entertainment, 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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.085, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5 shall remain in full force and effect until a the Final Discharge of Guaranteed ObligationsDate. Each Qualified ECP Guarantor intends that this Section 4.08 5 constitute, and this Section 4.08 5 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
Sources: Unconditional Guaranty (Grizzly Energy, LLC), Unconditional Guaranty (Grizzly Energy, LLC), Unconditional Guaranty
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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.087.13, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 7.13 constitute, and this Section 4.08 7.13 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
Sources: Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.), Second Lien Credit and Guaranty Agreement (RadNet, 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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.09, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Secured Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.09 constitute, and this Section 4.08 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 4 contracts
Sources: Abl Guarantee and Collateral Agreement (PET Acquisition LLC), Term Loan Guarantee and Collateral Agreement (PET Acquisition LLC), Term Loan Guarantee and Collateral Agreement (PET Acquisition 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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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
Sources: Credit Agreement (TIC Solutions, Inc.), Credit Agreement (Acuren Corp), First Amendment to Credit Agreement (Acuren Corp)
Keepwell. Each Qualified ECP Guarantor (if any) hereby jointly and severally absolutelyseverally, 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 guaranty and otherwise honor all of its obligations under this Guaranty Obligations in respect of Swap Obligations Secured Hedge Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.25, or otherwise under this Guaranty, as it relates to such the other Loan PartyDocuments, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.25 shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.25 constitute, and this Section 4.08 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 3 contracts
Sources: Credit Agreement (At Home Group Inc.), Credit Agreement (At Home Group Inc.), Credit Agreement (At Home 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 Credit Party to honor all of its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.086.09, or otherwise under this Guarantythe Guarantee, as it relates to such Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge the Payment in Full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 6.09 constitute, and this Section 4.08 6.09 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 3 contracts
Sources: Credit Agreement (Boyd Gaming Corp), Credit Agreement (Boyd Gaming Corp), Credit Agreement (Wynn Resorts 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 Guaranty in respect of Swap Obligations Contracts (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationssuch time as the Obligations have been Fully Satisfied. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 3 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.), Amendment No. 1 and Joinder Agreement (Ryman Hospitality Properties, 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 Guaranty the Facility Guarantee in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.28, or otherwise under this Guaranty, as it relates to such Loan Partythe Facility Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.28 constitute, and this Section 4.08 10.28 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
Sources: Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity Corp), Credit Agreement (Destination Maternity 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 to each other Loan Party as may be needed by each such other Loan Party to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 Article II for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08Article II, or otherwise under this Guaranty, as it relates to such Loan PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge Payment in Full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.08 constitute, and this Section 4.08 2.08 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 3 contracts
Sources: Credit Agreement (Blue Bird Corp), Credit Agreement (Amplify Snack Brands, INC), Credit Agreement (TA Holdings 1, 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 Guaranty in respect of Secured Swap Obligations Contracts (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationssuch time as the Obligations have been Fully Satisfied. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 3 contracts
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, Inc.), Credit Agreement (Ryman Hospitality Properties, 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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.11, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.11 constitute, and this Section 4.08 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
Sources: Second 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 the Facility Guaranty in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.24, or otherwise under this the Facility Guaranty, as it relates to such Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.24 constitute, and this Section 4.08 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 3 contracts
Sources: Credit Agreement (Foot Locker, Inc.), Credit Agreement (Foot Locker, Inc.), Credit Agreement (Foot Locker, 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 to each other Loan Party as may be needed by each such other Loan Party to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 Agreement for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08Agreement, or otherwise under this Guaranty, as it relates to such Loan PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge Payment in Full of Guaranteed the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 5.17 constitute, and this Section 4.08 5.17 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 2 contracts
Sources: Credit Agreement (TA Holdings 1, Inc.), Collateral Agreement (TA Holdings 1, 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 Guaranty in respect of Swap Specified Derivatives Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0832, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 32 shall remain in full force and effect until a Discharge termination of Guaranteed Obligationsthis Guaranty in accordance with Section 21 hereof. Each Qualified ECP Guarantor intends that this Section 4.08 32 constitute, and this Section 4.08 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
Sources: First Lien Credit Agreement (Pennsylvania Real Estate Investment Trust), Guaranty (Pennsylvania Real Estate Investment Trust)
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 Guaranty its guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, 6.09. or otherwise under this Guaranty, as it relates to such Loan Partyits guarantee, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 6.09 shall remain in full force and effect until a Discharge discharged in accordance with the provisions of Guaranteed Obligationsits guarantee. Each Qualified qualified ECP Guarantor intends that this Section 4.08 6.09 constitute, and this Section 4.08 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
Sources: 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 to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been Fully Satisfied. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 2 contracts
Sources: Credit Agreement (Azz Inc), Credit Agreement (Azz 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 Guaranty any Guarantee to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 16.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0816.20, or otherwise under this Guaranty, as it relates to any such Loan PartyGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 16.20 shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 16.20 constitute, and this Section 4.08 16.20 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
Sources: Loan and Security Agreement (American Outdoor Brands, Inc.), Loan and Security Agreement (American Outdoor 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 Guaranty in respect of Obligations consisting of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.11, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.11 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe circumstances described in Section 11.20(b) shall have occurred. Each Qualified ECP Guarantor intends that this Section 4.08 4.11 constitute, and this Section 4.08 4.11 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 2 contracts
Sources: Incremental Joinder Agreement (SS&C Technologies Holdings Inc), Incremental Joinder (SS&C Technologies Holdings 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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.16, or otherwise under this Guaranty, as it relates to such Loan PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.16 shall remain in full force and effect until a Discharge the termination of Guaranteed Obligationsthis Agreement or the release of such Guarantor in accordance with Section 4.13. Each Qualified ECP Guarantor intends that this Section 4.08 4.16 constitute, and this Section 4.08 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
Sources: Credit Agreement (Casa Systems Inc), Credit Agreement (M/a-Com Technology Solutions 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 loan party to honor all of its obligations under this Guaranty guaranty instrument in respect of a Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 3.4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, 3.4 or otherwise under this Guaranty, as it relates to such Loan Party, guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 3.4 shall remain in full force and effect until a Discharge the termination of Guaranteed all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 3.4 constitute, and this Section 4.08 3.4 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party loan party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Sources: Revolver Loan Agreement (Energy 11, L.P.), Revolver Loan Agreement (Energy Resources 12, L.P.)
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 Guaranty Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.13, or otherwise under this GuarantyGuarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsthis Agreement is terminated pursuant to Section 4.15. Each Qualified ECP Guarantor intends that this Section 4.08 2.13 constitute, and this Section 4.08 2.13 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
Sources: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions 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 Guaranty each Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.088.16, or otherwise under this Guaranty, as it relates to such Loan PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge all of Guaranteed Obligationsthe Obligations have been fully and finally paid. Each Qualified ECP Guarantor intends that this Section 4.08 8.16 constitute, and this Section 4.08 8.16 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
Sources: Credit Agreement (Lonestar Resources US Inc.), Credit Agreement (Lonestar Resources US 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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.11, or otherwise under this GuarantyAgreement, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.11 constitute, and this Section 4.08 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 2 contracts
Sources: Credit Agreement (Enviva Partners, LP), Credit Agreement (Enviva Partners, LP)
Keepwell. Each Qualified ECP Guarantor 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 Guarantor that is a Non-Qualifying Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 4.08 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.085, or otherwise under this Guaranty, as it relates to such Qualified ECP Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations under the Credit Documents are paid in full. Each Qualified ECP Guarantor Loan Party intends that this Section 4.08 5 constitute, and this Section 4.08 5 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 ActCEA.
Appears in 2 contracts
Sources: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)
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 Guaranty guarantee and any security interest granted under the U.S. Pledge and Security Agreement in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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
Sources: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin 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 obligations under this Guaranty Agreement in respect of Swap Obligations (provided, provided however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.07, or otherwise under this GuarantyAgreement, as it relates to such Specified Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Termination Conditions have been satisfied. Each Qualified ECP Guarantor intends that this Section 4.08 2.07 constitute, and this Section 4.08 2.07 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)(II) of the Commodity Exchange Act.
Appears in 2 contracts
Sources: First Lien Guaranty (Petco Health & Wellness Company, Inc.), Abl Guaranty (Petco Health & Wellness Company, 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 Guaranty the guaranty in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 17.04 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0817.04, or otherwise under this Guaranty, as it relates to such Loan Partyany applicable guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 17.04 shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 17.04 constitute, and this Section 4.08 17.04 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
Sources: Abl Credit Agreement (CVR Energy Inc), Abl Credit Agreement (CVR Refining, 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 Credit Party to honor all of its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.086.09, or otherwise under this Guarantythe Guarantee, as it relates to such Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 6.09 constitute, and this Section 4.08 6.09 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 1 contract
Sources: Credit Agreement (Wynn Resorts 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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 8.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.088.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 8.08 constitute, and this Section 4.08 8.08 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 1 contract
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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.11, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.11 constitute, and this Section 4.08 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 1 contract
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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.17, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge discharge of Guaranteed Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 4.17 constitute, and this Section 4.08 4.17 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 1 contract
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 Guaranty any Guarantee to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 16.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0816.20, or otherwise under this Guaranty, as it relates to any such Loan PartyGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 16.20 shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 16.20 constitute, and this Section 4.08 16.20 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.. 161
Appears in 1 contract
Sources: Loan and Security Agreement (American Outdoor 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 Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.18, or otherwise under this Guaranty, as it relates to such Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.18 shall remain in full force and effect until a Discharge the Payment in Full of Guaranteed the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.18 constitute, and this Section 4.08 2.18 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 1 contract
Sources: Guaranty (Us Ecology, 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 the Facility Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.25, or otherwise under this the Facility Guaranty, as it relates to such Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.25 constitute, and this Section 4.08 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.
a. Acknowledgment and Consent to Bail-In of EEA Financial Institutions
Appears in 1 contract
Sources: Credit Agreement (Tilly's, Inc.)
Keepwell. Each Qualified ECP Guarantor party hereto hereby jointly and severally (i) 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 guaranty and otherwise honor all of its obligations under this Guaranty Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 17.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0817.14, or otherwise under this Guaranty, as it relates to such the Loan PartyDocuments, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 17.14 shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 17.14 constitute, and this Section 4.08 17.14 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)(II1a(17)(A)(v)(II) of the Commodity Exchange Act.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, 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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.17, or otherwise under this GuarantyAgreement, as it relates to such Loan Partyother Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 4.17 constitute, and this Section 4.08 4.17 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 1 contract
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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.10, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.10 shall remain in full force and effect until a Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.10 constitute, and this Section 4.08 2.10 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 1 contract
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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.17, or otherwise under this GuarantyAgreement, as it relates to such Loan Partyother Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 4.17 constitute, and this Section 4.08 4.17 shall be deemed to constitute, a “keepwell, support, or other agreement” 95960315_3 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 1 contract
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 Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.11, or otherwise under this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 4.08 4.11 constitute, and this Section 4.08 4.11 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.. 86 MSG – Credit Agreement (2014)
Appears in 1 contract
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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.17, or otherwise under this GuarantyAgreement, as it relates to such Loan Partyother Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 4.17 constitute, and this Section 4.08 4.17 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 1 contract
Sources: Credit Agreement, Guaranty and Security Agreement (Bloomin' 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 Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.087.13, or otherwise under this Guaranty, as it relates to such Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge payment in full of Guaranteed all Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 7.13 constitute, and this Section 4.08 7.13 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 1 contract
Sources: Second Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties 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 Credit Party to honor all of its obligations under this Guaranty guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan LoanCredit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
Appears in 1 contract
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 Guaranty its guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, 6.09. or otherwise under this Guaranty, as it relates to such Loan Partyits guarantee, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 6.09 shall remain in full force and effect until a Discharge discharged in accordance with the provisions of Guaranteed Obligationsits guarantee. Each Qualified qualified ECP Guarantor intends that this Section 4.08 6.09 constitute, and this Section 4.08 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the US Commodity Exchange Act.
Appears in 1 contract
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 Loan Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.14, or otherwise under this Loan Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Termination Date. Each Qualified ECP Guarantor intends that this Section 4.08 10.14 constitute, and this Section 4.08 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 1 contract
Sources: Term Loan Credit Agreement (Party City Holdco 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 Guaranty guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 1 contract
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 Guaranty Credit Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.9, or otherwise under this Guaranty, as it relates to such Loan PartyCredit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Credit Party Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 4.9 constitute, and this Section 4.08 4.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for 64 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 1 contract
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 the Facility Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.24, or otherwise under this the Facility Guaranty, as it relates to such Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge Payment in Full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.25 constitute, and this Section 4.08 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 1 contract
Sources: Abl Term Loan Credit Agreement (Sportsman's Warehouse 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 Credit Party to honor all of its obligations under this Guaranty guarantee and any security interest granted under the Pledge and Security Agreement in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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 1 contract
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 the guarantee contained in this Guaranty Section 2 in respect of Swap Hedge Guarantee Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.9, or otherwise under the guarantee contained in this Guaranty, as it relates to such Loan PartySection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsso long as the guarantee contained in this Section 2 shall remain in full force and effect. Each Qualified ECP Guarantor intends that this Section 4.08 2.9 constitute, and this Section 4.08 2.9 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 1 contract
Sources: Guarantee and Collateral Agreement (Macquarie Infrastructure 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 Specified Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 6 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.086, or otherwise under this Guaranty, as it relates to such Specified Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge final payment of Guaranteed Obligationsthe Guarantied Obligations has been made. Each Qualified ECP Guarantor intends that this Section 4.08 6 constitute, and this Section 4.08 6 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)(II) of the Commodity Exchange Act.
Appears in 1 contract
Sources: Credit Agreement (Viad 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 Guaranty in respect of Obligations that are Swap Obligations (provided( provided , howeverhowever , that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.11 , or otherwise under this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsin accordance with Section 4.06 . Each Qualified ECP Guarantor intends that this Section 4.08 4.11 constitute, and this Section 4.08 4.11 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 1 contract
Sources: Credit Agreement (Madison Square Garden Entertainment Corp.)
Keepwell. Each Qualified ECP Guarantor party hereto hereby jointly and severally (i) absolutely, unconditionally and irrevocably undertakes to provide such funds fund s or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor all of its obligations under this Guaranty Obligations in respect of Swap Obligations (provided( provided , howeverhowever , that each Qualified ECP Guarantor shall only be liable under this Section 4.08 17.1 4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0817.14 , or otherwise under this Guaranty, as it relates to such the Loan PartyDocuments, voidable under applicable law relating to fraudulent conveyance or fraudulent transfertransfer , and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 17.14 shall remain in full force and effect until a Discharge payment in full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 constitute17.14 consti tute, and this Section 4.08 17.14 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)(II1a(17)(A)(v)(II) of the Commodity Exchange Act.
Appears in 1 contract
Sources: Credit Agreement (Independence Contract Drilling, 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 its Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.24, or otherwise under this its Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 10.24 to constitute, and this Section 4.08 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 1 contract
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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.04 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.04, or otherwise under this Guaranty, as it relates to such Loan PartyAgreement or the U.S. Collateral Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge discharge of Guaranteed ObligationsObligations (as such term is defined in the U.S. Collateral Agreement) as to such Qualified ECP Guarantor. Each Qualified ECP Guarantor intends that this Section 4.08 10.04 constitute, and this Section 4.08 10.04 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 1 contract
Sources: Amendment Agreement (Celanese 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 Guaranty guarantee in respect of Swap Obligations constituting Hedging Obligations owing to a Hedge Creditor (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.07, or otherwise under this Guarantyguarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Termination Date. Each Qualified ECP Guarantor intends that this Section 4.08 2.07 constitute, and this Section 4.08 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 1 contract
Sources: First Lien Guarantee and Collateral Agreement (Univision 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 loan party to honor all of its obligations under this Guaranty guaranty instrument in respect of a Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 3.4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, 3.4 or otherwise under this Guaranty, as it relates to such Loan Party, guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 3.4 shall remain in full force and effect until a Discharge the termination of Guaranteed all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 3.4 constitute, and this Section 4.08 3.4 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party loan party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ARTICLE
Appears in 1 contract
Sources: Revolver Loan Agreement
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 Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.084.11, or otherwise under this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 4.08 4.11 constitute, and this Section 4.08 4.11 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.. ARTICLE V CONDITIONS PRECEDENT Section 5.01
Appears in 1 contract
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 Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 4.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations 55362105_111 under this Section 4.084.17, or otherwise under this GuarantyAgreement, as it relates to such Loan Partyother Guarantor, voidable under applicable law lawLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 4.17 constitute, and this Section 4.08 4.17 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 1 contract
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 Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.082.11, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 2.11 constitute, and this Section 4.08 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 1 contract
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 Guaranty guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a Discharge of Guaranteed Obligationsthe Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 4.08 constitute, and this Section 4.08 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.. ARTICLE V
Appears in 1 contract
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 the Facility Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 10.24 for the -126- maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.0810.24, or otherwise under this the Facility Guaranty, as it relates to such Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge Payment in Full of Guaranteed the Obligations. Each Qualified ECP Guarantor intends that this Section 4.08 10.25 constitute, and this Section 4.08 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 1 contract
Sources: Abl Term Loan Credit Agreement (Sportsman's Warehouse Holdings, Inc.)