Common use of Keepwell Clause in Contracts

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 50 contracts

Samples: Credit Agreement (Movado Group Inc), Credit Agreement (Fabrinet), Credit Agreement (Amedisys Inc)

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Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 35 contracts

Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.), Credit Agreement (Boingo Wireless Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article X by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 26 contracts

Samples: Credit Agreement (Infrastructure & Energy Alternatives, Inc.), Credit Agreement (TrueBlue, Inc.), Credit Agreement (Green Plains Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 26 contracts

Samples: Credit Agreement (Zeta Global Holdings Corp.), Credit Agreement (Comscore, Inc.), Credit Agreement (Duluth Holdings Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 17 contracts

Samples: Credit Agreement (Cantel Medical Corp), Credit Agreement (WHITEWAVE FOODS Co), Credit Agreement (Acadia Healthcare Company, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 10.23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 11 contracts

Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documentsthis Guaranty, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s 's obligations and undertakings under this Article X Section 23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Fraudulent Transfer Laws and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullRelease Date. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a "keepwell, support, or other agreement" for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 11 contracts

Samples: Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations (other than contingent obligations for which no claim has been asserted) have been indefeasibly paid and performed in full. Each Loan Party Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 11 contracts

Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Guaranty voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.25 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.25 to constitute, and this Section 10.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 11 contracts

Samples: License Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 11 contracts

Samples: Credit Agreement (Synnex Corp), Credit Agreement (Synnex Corp), Credit Agreement (Synnex Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Facility Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Facility Guaranty voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until Payment in Full of the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 11 contracts

Samples: Credit Agreement (Citi Trends Inc), Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Lumber Liquidators Holdings, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 7 contracts

Samples: Credit Agreement (Mission Produce, Inc.), Credit Agreement (Meet Group, Inc.), Credit Agreement (Paycom Software, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty Loan Party Guarantee or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 7 contracts

Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Subsidiary Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Subsidiary Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 7 contracts

Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Integra Lifesciences Holdings Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at At the time the Guaranty Guarantee or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, each Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorany Borrower’s obligations and undertakings under this Article X Section 11.14, or otherwise under this Agreement, voidable under applicable law relating to Law, including applicable Law of fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrowers under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 7 contracts

Samples: Credit Agreement (USD Partners LP), Security Agreement (USD Partners LP), Credit Agreement (USD Partners LP)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s 's obligations and undertakings under this Article X Section 10.23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a "keepwell, support, or other agreement" for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 7 contracts

Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/), Senior Term Loan Credit Agreement (United States Cellular Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Facility Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Facility Guaranty voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 7 contracts

Samples: Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Kirkland's, Inc), Credit Agreement (Rh)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.15 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section 10.15 to constitute, and this Section 10.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 6 contracts

Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Appears in 6 contracts

Samples: Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co), Credit Agreement (RR Donnelley & Sons Co)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 6 contracts

Samples: Credit Agreement (International Money Express, Inc.), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.), Term Loan Credit Agreement (Hyster-Yale Materials Handling, Inc.)

Keepwell. Each Loan Party that At such time as Borrower is a Qualified ECP Guarantor at the time the Subsidiary Guaranty by any Subsidiary Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Article X Section 11.28 voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc), Credit Agreement (Cenveo, Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Enpro Industries, Inc), Credit Agreement (Enpro Industries, Inc), Credit Agreement (Enpro Industries, Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty Facility Guarantee or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Facility Guarantee voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed Payment in fullFull. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)

Keepwell. Each Loan Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Credit Documents, in each case, by any Specified Loan Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 4 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullTermination Date. Each Loan Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange ActAct or any regulations promulgated thereunder.

Appears in 5 contracts

Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Physicians Realty Trust)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or of the grant of a Lien the security interest under the Loan Credit Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 4.11 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc), Credit Agreement (Brinker International, Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the this Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X 10 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time in order for it to honor all of comply with its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X 10 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullfull in cash. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of Section 1(a)(18)(A)(v)(II) of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Contributing Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Contributing Party to honor all of its obligations under the Guaranty or the other Loan Documents in respect of such Swap Obligation the Hedge Obligations (butprovided, in however, that each case, Qualified ECP Contributing Party shall only up to be liable under this Section 3 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article X Section 3, or otherwise under the Guaranty or the other Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Contributing Party under this Section 3 shall remain in full force and effect until a discharge of the Secured Obligations have been indefeasibly paid obligations of Guarantors under the Guaranty if such Qualified ECP Contributing Party is a Guarantor, or of Borrower under the Credit Agreement and performed in fullthe other Loan Documents and the Hedge Documents if such Qualified ECP Contributing Party is the Borrower. Each Loan Qualified ECP Contributing Party intends that this Section to 3 constitute, and this Section 3 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” agreement for the benefit of, of each Specified Loan other Contributing Party for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Appears in 5 contracts

Samples: Contribution Agreement (Carter Validus Mission Critical REIT II, Inc.), Contribution Agreement (Carter Validus Mission Critical REIT, Inc.), Contribution Agreement (Carter Validus Mission Critical REIT II, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until the Secured Guaranteed Obligations have been indefeasibly paid in full and performed in fullthe commitments relating thereto have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 5 contracts

Samples: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Guaranteed Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma)

Keepwell. Each Loan Party Subsidiary Guarantor that is a Qualified ECP an “eligible contract participant” under the Commodity Exchange Act (determined before giving effect to this Section 4.09) with total assets exceeding $10 million (or such other Subsidiary Guarantor as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”) at the time the Guaranty or the grant of a Lien guarantee under the Loan Documents, in each case, by any Specified Loan Party this Article IV becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation that is not then an “eligible contract participant” under the Commodity Exchange Act as may be needed by such Specified other Loan Party from time to time to honor all of its obligations Swap Obligations under the Loan Documents in respect of such Swap Obligation this Article IV (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP any Subsidiary Guarantor’s obligations and undertakings under this Article X Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Subsidiary Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Zynga Inc), Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time a Guaranty by any Loan Party that is not then an “eligible contract participant” under the Guaranty Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the applicable Guaranty voidable under the Bankruptcy Code or other applicable law relating to fraudulent conveyance or fraudulent transferdebtor relief laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc), Credit Agreement (Williams Sonoma Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: First Lien Credit Agreement (EVO Payments, Inc.), Credit Agreement (EVO Payments, Inc.), Credit Agreement (EVO Payments, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X 9 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullFacility Termination Date. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Forward Air Corp), Credit Agreement (Forward Air Corp), Credit Agreement (Forward Air Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Facility Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Facility Guaranty voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Caleres Inc), Credit Agreement (Caleres Inc), Credit Agreement (Caleres Inc)

Keepwell. Each Loan Credit Party that is a Qualified ECP Guarantor at the time the Guaranty guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under its guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 12.17 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co), Credit Agreement (Callon Petroleum Co)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Rf Micro Devices Inc), Credit Agreement (Lincoln Educational Services Corp), Credit Agreement (Qorvo, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 4 contracts

Samples: Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Guaranty voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 12.27 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Signet Jewelers LTD), Credit Agreement (Signet Jewelers LTD), Assignment and Assumption (BJ's Wholesale Club Holdings, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Boston Beer Co Inc), Credit Agreement (Cavco Industries Inc.), Credit Agreement (PureCycle Technologies, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documentssecurity interest hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X II voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Guaranteed Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an "eligible contract participant" under the Commodity Exchange Act (a "Specified Loan Party") or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s 's obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a "keepwell, support, or other agreement" for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc), Credit Agreement (Vectren Utility Holdings Inc)

Keepwell. Each Loan Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Credit Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 4 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Credit Party intends this Section 4.7 to constitute, and this Section 4.7 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc), Credit Agreement (Speedway Motorsports LLC)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documentssecurity interest hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Halozyme Therapeutics, Inc.), Credit Agreement (Leonardo DRS, Inc.), Credit Agreement (Leonardo DRS, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Guaranty voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 12.28 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (JOANN Inc.), Credit Agreement (JOANN Inc.), Intercreditor Agreement (JOANN Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty this Agreement (or joinder thereto) or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the its guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 8.17 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullDischarge of Obligations. Each Loan Party intends this Section to constitute, and this Section 8.17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.), Credit Agreement (Alarm.com Holdings, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Specified Loan Party or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)

Keepwell. Each Loan Party of the Guarantors and the Borrowers that is a Qualified ECP not an Excluded Swap Guarantor at the time the Guaranty Loan Guarantee or the grant of a Lien the security interest under the Loan DocumentsCollateral Agreements, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Loan Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorLoan Party’s obligations and undertakings under this Article X the Loan Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor such Loan Party under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each such Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Brady Corp), Credit Agreement (Brady Corp), Credit Agreement (Brady Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby hereby, subject to the last sentence hereof, jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Montrose Environmental Group, Inc.), Credit Agreement (Montrose Environmental Group, Inc.), Credit Agreement (Montrose Environmental Group, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 4.08 shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (ExamWorks Group, Inc.), Credit Agreement (Zep Inc.), Credit Agreement (ExamWorks Group, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documentsany Guaranty, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Dream Finders Homes, Inc.), Credit Agreement (Dream Finders Homes, Inc.), Credit Agreement (Dream Finders Homes, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.09 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section 4.09 to constitute, and this Section 4.09 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 3 contracts

Samples: Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty Security Agreement or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X the Security Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until Payment in Full of the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Vertex Energy Inc.), Credit Agreement (Vertex Energy Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.. ARTICLE V

Appears in 2 contracts

Samples: Credit Agreement (Louisiana-Pacific Corp), Credit Agreement (Phillips Edison & Company, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor is, at the time the this Guaranty or the grant of a Lien security interest under the each applicable Loan Documents, in each case, by any Specified Loan Party Document becomes effective with respect to any Swap Obligation, a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified other Loan Party that is not at the time this Guaranty or the grant of a security interest under the Loan Documents becomes effective with respect to such Swap Obligation an “eligible contract participant” within the meaning of the Commodity Exchange Act and the regulations thereunder (a “Non-ECP Loan Party”), with respect to such Swap Obligation as may be needed by such Specified Non-ECP Loan Party from time to time to honor all of its credit support obligations under the this Guaranty and each other Loan Documents Document in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under in this Article X Section 2.8 voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 2.8 to constitute, and this Section 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Non-ECP Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Guaranty (McGrath Rentcorp), Guaranty (McGrath Rentcorp)

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Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Ixia), Credit Agreement (Ixia)

Keepwell. Each Loan Party Guarantor that is a Qualified ECP Guarantor at the time of the Guaranty Guarantee made by such Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of a Lien security interest under the Credit Documents by any such Specified Loan DocumentsParty, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Hedging Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Hedging Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations Obligations under the Loan Credit Documents in respect of such Swap Hedging Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Article X Section 21.13, or otherwise under this Agreement or any other Credit Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor under this Section Article shall remain in full force and effect until the Secured Guaranteed Obligations have been indefeasibly paid in full and performed in fullthe commitments relating thereto have expired or been terminated. Each Loan Party Guarantor intends this Section 21.13 to constitute, and this Section 21.13 shall be deemed to constitute, a guarantee of the obligations Obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)

Keepwell. Each Loan Credit Party (other than the Canadian Borrower and the UK Borrower) that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Genesco Inc), Credit Agreement (Genesco Inc)

Keepwell. Each Loan Party Guarantor that is a Qualified ECP Guarantor at the time the this Guaranty or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Guaranty voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section paragraph shall remain in full force and effect until all of the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Guarantor intends this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.), Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Loan Documents, in each case, by any Commodity Exchange Act (a “Specified Loan Party Party”) becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullfull (other than contingent indemnification obligations under the Loan Documents that are not then due or claimed). Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullfull in cash. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Alnylam Pharmaceuticals, Inc.), Credit Agreement (Alnylam Pharmaceuticals, Inc.)

Keepwell. Each Loan Party Borrower that is a Qualified ECP Guarantor at the time the joint and several liability of any Specified Loan Party, or any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 9.11 to constitute, and this Section 9.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Resources Connection Inc), Credit Agreement (Resources Connection Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Zynga Inc), Credit Agreement (Commercial Vehicle Group, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Shiloh Industries Inc), Credit Agreement (Shiloh Industries Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 28 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Sonic Automotive Inc), Subsidiary Guaranty Agreement (Sonic Automotive Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor Loan Party at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Hedging Party either becomes effective with respect jointly and severally liable for any Hedge Obligations pursuant to any Swap Obligationthe terms of this Agreement or grants a security interest to secure Hedge Obligations, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Hedging Party with respect to such Swap Hedge Obligation as may be needed by such Specified Loan Hedging Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Hedge Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorLoan Party’s obligations and undertakings under this Article X hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect until the Secured all Obligations have been indefeasibly paid and performed in full, in cash. Each Loan Party Borrower intends this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Hedging Party for all purposes of the Commodity Exchange ActAct and applicable CFTC Regulations.

Appears in 2 contracts

Samples: Credit Agreement (Independence Realty Trust, Inc), Credit Agreement (Independence Realty Trust, Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Pool Corp), Credit Agreement (Pool Corp)

Keepwell. Each Loan Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Credit Documents, in each case, by any Specified Loan Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 4 voidable under applicable law Applicableapplicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullTermination Date. Each Loan Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange ActAct or any regulations promulgated thereunder.

Appears in 2 contracts

Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Healthpeak Properties, Inc.)

Keepwell. Each Loan Party Subsidiary Borrower that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documentsany joint and several liability hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations hereunder and under the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid in full in cash and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)

Keepwell. Each Loan Party Guarantor that is a Qualified ECP Guarantor Guarantor, at the time the a Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under such Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP such Guarantor under this Section shall remain in full force and effect until the Secured Guaranteed Obligations have been indefeasibly paid and performed in full. Each Loan Party such Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (New York Times Co), Credit Agreement (New York Times Co)

Keepwell. Each Loan Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Credit Documents, in each case, by any Specified Loan Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 4 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullTermination Date. Each Loan Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.Act or any regulations promulgated thereunder. Section 5 CONDITIONS PRECEDENT Section 5.1

Appears in 2 contracts

Samples: Credit Agreement (Physicians Realty Trust), Credit Agreement (Physicians Realty L.P.)

Keepwell. Each Loan Credit Party that is a Qualified ECP Guarantor at the time either (a) the Guaranty or (b) the grant of a Lien under the Loan Credit Documents, in each case, by any Specified Loan Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Stonemor Partners Lp), Credit Agreement (Stonemor Partners Lp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty Guarantee or the grant of a Lien under the Loan Facility Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Facility Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X VII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Security Agreement (CURO Group Holdings Corp.), Security Agreement (CURO Group Holdings Corp.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty guarantee or the grant of a Lien under the Loan Documentssecurity interest hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 2 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Cco Holdings LLC), Guarantee and Collateral Agreement (Cco Holdings LLC)

Keepwell. Each Loan Party To the extent that it is a Qualified ECP Guarantor at the time the Guaranty guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, the Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party The Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Assignment and Assumption (Helix Energy Solutions Group Inc), Assignment and Assumption (Helix Energy Solutions Group Inc)

Keepwell. Each Loan Party that Guarantor, if it is a Qualified ECP Guarantor at the time the Guaranty guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 28 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Company Guaranty Agreement (Sonic Automotive Inc), Company Guaranty Agreement (Sonic Automotive Inc)

Keepwell. Each At the time either the Guaranty made in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a Qualified ECP Guarantor at the time the Guaranty “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)

Keepwell. Each Loan Party (other than the UK Borrower) that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each such Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (United Online Inc), Credit Agreement (FTD Companies, Inc.)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article III by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X III voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)

Keepwell. Each Loan Party Guarantor that is a Qualified ECP Guarantor at the time the Guaranty this Agreement or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 2.06 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullTermination Date. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Teradata Corp /De/), Revolving Credit Agreement (Teradata Corp /De/)

Keepwell. Each Loan Party Guarantor that is a Qualified ECP an “eligible contract participant” under the Commodity Exchange Act (determined before giving effect to this Section 4.09) with total assets exceeding $10 million (or such other Subsidiary Guarantor as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”) at the time the Guaranty or the grant of a Lien guarantee under the Loan Documents, in each case, by any Specified Loan Party this Article IV becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation that is not then an “eligible contract participant” under the Commodity Exchange Act as may be needed by such Specified other Loan Party from time to time to honor all of its obligations Swap Obligations under the Loan Documents in respect of such Swap Obligation this Article IV (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP any Guarantor’s obligations and undertakings under this Article X Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid in full and performed in fullthe Commitments have expired or terminated. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Appears in 2 contracts

Samples: Loan Agreement (Teledyne Technologies Inc), Loan Agreement (Teledyne Technologies Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor Guarantor, at the time the Guaranty or the grant of a Lien under the Loan Documentsguaranty hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section XXI voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed Facility Termination Date (as defined in fullSection VIII). Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Term Loan Agreement (Chicago Bridge & Iron Co N V), Term Loan Agreement (Chicago Bridge & Iron Co N V)

Keepwell. Each Subject to the provisions of Section 10.29, each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty its Guarantee or the grant of a Lien security interest under the Loan Documents, in each case, by any Specified Loan Party Documents becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.31 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed Payment in fullFull. Each Loan Party intends this Section 10.31 to constitute, and this Section 10.31 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Quiksilver Inc), And Senior Secured (Quiksilver Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party that would otherwise not constitute an eligible contract participant for any Swap Obligation for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Syntel Inc), Credit Agreement (Chegg, Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor Guarantor, at the time the Guaranty or the grant of a Lien under the Loan Documentsguaranty hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section XXII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullFacility Termination Date. Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Term Loan Agreement (Chicago Bridge & Iron Co N V), Revolving Credit Agreement (Chicago Bridge & Iron Co N V)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Flowserve Corp), Credit Agreement (Flowserve Corp)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty Guarantee or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X VII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 7.12 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 7.12 to constitute, and this Section 7.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a Lien security interest under the Loan DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in fullFully Satisfied. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Innerworkings Inc), Credit Agreement (Innerworkings Inc)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor Guarantor, at the time the Guaranty or the grant of a Lien under the Loan Documentsguaranty hereunder, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section XXII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed Facility Termination Date (as defined in fullSection VIII). Each Loan Party Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V), Assignment and Assumption (Chicago Bridge & Iron Co N V)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at At the time the Guaranty in this Article IV by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) or the grant of a Lien security interest under the Loan DocumentsCredit Documents by any such Specified Credit Party, in each either case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly FME, in the case a Specified Credit Party that is not a Domestic Subsidiary, and severallyFMCH, in the case a Specified Credit Party that is the Domestic Subsidiary hereby, absolutely, unconditionally and irrevocably undertakes to provide provide, or to cause Subsidiary to provide, such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under the Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X IV, or otherwise under this Credit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor FME and FMCH under this Section shall remain in full force and effect until the Secured guaranteed Obligations have been indefeasibly paid in full and performed in fullthe commitments relating thereto have expired or terminated. Each Loan Credit Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Fresenius Medical Care AG & Co. KGaA), Credit Agreement (Fresenius Medical Care AG & Co. KGaA)

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the a Guaranty or the grant of a Lien the security interest under the Loan Documents, in each case, by any Specified Loan Party Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 10.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends The Borrowers intend this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Newpark Resources Inc), Credit Agreement (Newpark Resources Inc)

Keepwell. Each Loan Party Guarantor that is a Qualified ECP Guarantor at the time the Guaranty this Agreement or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article X Section 2.01 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.02 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party Guarantor intends this Section 2.02 to constitute, and this Section 2.02 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CDK Global, Inc.), Term Loan Credit Agreement (CDK Global, Inc.)

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