Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 6 contracts
Samples: Credit Agreement (Hallador Energy Co), Credit Agreement (Steel Partners Holdings L.P.), Credit Agreement (Hallador Energy Co)
Keepwell. Each Loan Party, if it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 12.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1012.24, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 12.24 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 12.24 constitute, and this Section 8.1.10 12.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 5 contracts
Samples: Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.), Financing Agreement (Xponential Fitness, Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 9.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.109.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 9.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 9.1.10 constitute, and this Section 8.1.10 9.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 5 contracts
Samples: Credit Agreement (Mastech Digital, Inc.), Credit Agreement (Mastech Digital, Inc.), Credit Agreement (Mastech Digital, Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Security Agreement (Innovex Downhole Solutions, Inc.), Guaranty and Security Agreement (Innovex Downhole Solutions, Inc.), Guaranty and Security Agreement (Innovex Downhole Solutions, Inc.)
Keepwell. Each Loan Party, if it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1012.25, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 12.25 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 12.25 constitute, and this Section 8.1.10 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.), Credit Agreement (Funko, Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.13 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.13 constitute, and this Section 8.1.10 8.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations Obligations, the termination of the Commitments and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Security Agreement (Williams Industrial Services Group Inc.), Credit and Security Agreement (ARKO Corp.), Credit and Security Agreement (ARKO Corp.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.18 shall remain in full force and effect until payment in full Payment In Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.18 constitute, and this Section 8.1.10 8.1.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Credit Agreement (Sun Hydraulics Corp), Credit Agreement (K12 Inc), Credit Agreement (Pegasystems Inc)
Keepwell. Each Loan Party, if it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 11.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1011.07, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 11.07 shall remain in full force and effect until payment in full (or written release and discharge) of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 11.07 constitute, and this Section 8.1.10 11.07 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 4 contracts
Samples: Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc), Financing Agreement (Alj Regional Holdings Inc)
Keepwell. Each Subject in all respects to Section 1.6 of this Agreement, each Obligor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Party Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely severally, absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support to such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s its obligations under this Agreement or any its Guaranty and the other Loan Document Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, 7.1.17 voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Loan Party Guarantor under this Section 8.1.10 7.1.17 shall remain in full force and effect until payment in full of the Obligations have been indefeasibly paid and termination of this Agreement and the other Loan Documentsperformed in full. Each Qualified ECP Loan Party Guarantor intends that this Section 8.1.10 7.1.17 to constitute, and this Section 8.1.10 7.1.17 shall be deemed to constitute, a guarantee of the obligations of, and constitute a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Energy XXI LTD), Credit Agreement (Energy XXI LTD), Credit Agreement (Epl Oil & Gas, Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.9 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.9 constitute, and this Section 8.1.10 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 3 contracts
Samples: Credit Agreement (Gentex Corp), Credit Agreement (Ii-Vi Inc), Continuing Agreement (Ii-Vi Inc)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.13 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.13 constitute, and this Section 8.1.10 8.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 3 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.14 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.14 constitute, and this Section 8.1.10 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 3 contracts
Samples: Credit and Security Agreement (Invacare Corp), Security Agreement (Quality Gold Holdings, Inc.), Credit and Security Agreement (Invacare Corp)
Keepwell. Each Qualified ECP Loan Party hereby jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Nonnon-Qualifying Qualified ECP Loan Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), ) and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying each other Loan Party in order for such Loan Party to honor all of such Non-Qualifying Party’s its guaranty obligations under this Agreement Agreement, or any other Loan Document Documents, in each case, in respect of Swap Obligations of a Loan Party (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 7.1.10 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.107.1.10 [Keepwell], or otherwise under this Agreement or any other Loan Document, as it relates to such other Loan Parties, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 7.1.10 [Keepwell] shall remain in full force and effect until payment performance in full of the Obligations and termination of this Agreement and the other Loan Documents. Each The Qualified ECP Loan Party intends Parties intend that this Section 8.1.10 constitute7.1.10 [Keepwell] constitutes, and this Section 8.1.10 7.1.10 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (MSA Safety Inc), Credit Agreement (MSA Safety Inc), Credit Agreement (MSA Safety Inc)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Secured Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Secured Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 5.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.105.21, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 5.21 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 5.21 constitute, and this Section 8.1.10 5.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEACommodity Exchange Act.
Appears in 3 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFacility Termination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.10 constitute, and this Section 8.1.10 8.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 3 contracts
Samples: Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.), Credit Agreement (Cadre Holdings, Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment Payment in full of the Obligations Full and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Paylocity Holding Corp), Credit Agreement and Security Agreement (Paylocity Holding Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Non- Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Guaranty Agreement (Drilling Tools International Corp), Guaranty Agreement (ROC Energy Acquisition Corp.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) Borrower represents that it is a Qualified ECP Credit Party. Borrower hereby guarantees the prompt payment and performance of all Swap Obligations owing by of each Non-Qualifying Loan Party (it being understood other than the Borrower) and agreed that this guarantee is a guaranty of payment absolutely, unconditionally and not of collection), and (b) irrevocably undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying each Benefitting Loan Party in order for such Benefitting Loan Party to honor all of such Non-Qualifying Party’s its obligations (without giving effect to Section 9.25(b)) under this the Guaranty Agreement or any other Loan Document in including obligations with respect of to Swap Obligations Agreements (provided, however, that each Qualified ECP Loan Party Borrower shall only be liable under this Section 8.1.10 9.25(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.109.25(a), or otherwise under this Agreement or any other Loan Document, as it relates to such Benefitting Loan Party, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party the Borrower under this Section 8.1.10 9.25(a) shall remain in full force and effect until payment all Obligations are paid in full to the Lenders, the Administrative Agent and all Swap Providers, and all of the Obligations and termination of this Agreement and the other Loan DocumentsLenders’ Commitments are terminated. Each Qualified ECP Loan Party The Borrower intends that this Section 8.1.10 9.25(a) constitute, and this Section 8.1.10 9.25(a) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Benefitting Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 2 contracts
Samples: Credit Agreement (Frank's International N.V.), Guaranty Agreement (Frank's International N.V.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.14 shall remain in full force and effect until payment the Payment in full Full of the Obligations Obligations, the termination of the Commitments and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.14 constitute, and this Section 8.1.10 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit and Security Agreement (Perma-Pipe International Holdings, Inc.), Security Agreement (Perma-Pipe International Holdings, Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s 's obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Great Lakes Dredge & Dock CORP), Credit and Security Agreement (Great Lakes Dredge & Dock CORP)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full Payment In Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Johnson Outdoors Inc), Credit Agreement (Johnson Outdoors Inc)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.12 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.12 [Keepwell], or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.12 [Keepwell] shall remain in full force and effect until payment Payment in full Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.12 [Keepwell] constitute, and this Section 8.1.10 8.1.12 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Meridian Bioscience Inc), Credit Agreement (Meridian Bioscience Inc)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit and Security Agreement (Quantum Corp /De/), Security Agreement (Quantum Corp /De/)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.9 shall remain in full force and effect until payment in full Payment In Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.9 constitute, and this Section 8.1.10 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Foster L B Co), Credit Agreement (Foster L B Co)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1010.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 10.19 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 10.19 constitute, and this Section 8.1.10 10.17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and each Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (International Money Express, Inc.), Credit Agreement (Fintech Acquisition Corp. II)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Vertex, Inc.), Credit Agreement (Hallador Energy Co)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all CEA Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of CEA Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.10, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.10 constitute, and this Section 8.1.10 6.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Security Agreement (Keane Group, Inc.), Security Agreement (Keane Group, Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , each Borrower hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, 118 [PHI Group] Revolving Credit, Term Loan and Security Agreement voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Loan and Security Agreement (PHI Group, Inc./De), Loan and Security Agreement (PHI Group, Inc./De)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , each Loan Party hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Security Agreement (PHI Group, Inc./De), Security Agreement (PHI Group, Inc./De)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.10 [Keepwell], or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 [Keepwell] shall remain in full force and effect until payment Payment in full Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 [Keepwell] constitute, and this Section 8.1.10 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (subject to the limitations on its Guarantee under its Subsidiary Guaranty and provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.14, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.14 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFacility Termination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.14 constitute, and this Section 8.1.10 8.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Factset Research Systems Inc), Credit Agreement (Factset Research Systems Inc)
Keepwell. Each Qualified ECP Loan Party jointly and severally severally, subject to Section 10.18 (if applicable), (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 7.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.107.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable lawLaw, including applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 7.1.13 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 7.1.13 constitute, and this Section 8.1.10 7.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 2 contracts
Samples: Fourth Restatement Agreement (Glatfelter Corp), Credit Agreement (Glatfelter Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , each Borrower hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Loan and Security Agreement (PHI Group, Inc./De), Loan and Security Agreement (PHI Group, Inc./De)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , each Borrower hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Non- Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Security Agreement (PHI Group, Inc./De), Security Agreement (PHI Group, Inc./De)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.14 shall remain in full force and effect until payment in full in cash of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.14 constitute, and this Section 8.1.10 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Security Agreement (Manitex International, Inc.), Security Agreement (A.S.V., LLC)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.10 [Keepwell], or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 [Keepwell] shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 [Keepwell] constitute, and this Section 8.1.10 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Stoneridge Inc), Credit Agreement (Stoneridge Inc)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.11, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.11 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.11 constitute, and this Section 8.1.10 6.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit and Security Agreement (Green Plains Inc.), Credit and Security Agreement (Green Plains Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.18 shall remain in full force and effect until payment in full Payment In Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.18 constitute, and this Section 8.1.10 8.1.18 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)
Keepwell. Each Qualified ECP Loan Party jointly The Guarantor and severally (together with each other Loan Party, if it is a Qualified ECP Loan Party) , jointly and severally, hereby absolutely unconditionally and irrevocably irrevocably: (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), ) and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement Guaranty or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 Paragraph 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10Paragraph 24, or otherwise under this Agreement Guaranty or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 Paragraph 24 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement Guaranty and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 Paragraph 24 constitute, and this Section 8.1.10 Paragraph 24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 2 contracts
Samples: Inland Real Estate Income Trust, Inc., Inland Real Estate Income Trust, Inc.
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.14, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.14 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.14 constitute, and this Section 8.1.10 8.1.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 2 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Assignment and Assumption Agreement (Koppers Holdings Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non- Qualifying Party’s obligations under this the Credit Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable lawLaw, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.18 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.18 constitute, and this Section 8.1.10 8.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.12, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.12 shall remain in full force and effect until payment the Payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFull. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.12 constitute, and this Section 8.1.10 8.1.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Crocs, Inc.)
Keepwell. Each Qualified ECP Loan Party jointly The Guarantor and severally (together with each other Loan Party, if it is a Qualified ECP Loan Party) , jointly and severally, hereby absolutely unconditionally and irrevocably irrevocably: (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), ) and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement Guaranty or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 Paragraph 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10Paragraph 23, or otherwise under this Agreement Guaranty or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 Paragraph 23 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement Guaranty and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 Paragraph 23 constitute, and this Section 8.1.10 Paragraph 23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsPayment In Full. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA. 11. Anti-Terrorism Laws.
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Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.12, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.12 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.12 constitute, and this Section 8.1.10 8.1.12 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA."
Appears in 1 contract
Samples: Credit Agreement (Ii-Vi Inc)
Keepwell. Each If it is a Qualified ECP Loan Party Credit Party, then jointly and severally (severally, together with each other Qualified ECP Loan Credit Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), ) and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s 's obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations Obligations; (provided, however, that each Qualified ECP Loan Credit Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Credit Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Credit Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Obligated Party, then jointly and severally (severally, together with each other Qualified ECP Loan Obligated Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Obligated Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Obligated Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Obligated Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, as applicable, Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.11 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.11 constitute, and this Section 8.1.10 8.1.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 1 contract
Samples: Refinancing Credit Agreement (Westinghouse Air Brake Technologies Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.14 for the maximum amount of such liability that can be hereby incurred without 101 rendering its obligations under this Section 8.1.106.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.14 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsTermination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.14 constitute, and this Section 8.1.10 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement and Guaranty (Viant Technology Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Guarantor, then jointly and severally (severally, together with each other Qualified ECP Loan Party) Guarantor, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party Guarantor shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable lawLaw, including applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party Guarantor under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party Guarantor intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and constitute a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit and Security Agreement (Virco MFG Corporation)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees guarantee the prompt payment and performance of all CEA Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes undertake to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Credit Document in respect of CEA Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.12, or otherwise under this Agreement or any other Loan Credit Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.12 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Credit Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.12 constitute, and this Section 8.1.10 8.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Keane Group, Inc.)
Keepwell. Each If a Loan Party is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , such Loan Party hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations Hedge Liabilities owing by each Non-Qualifying Party under a Hedge Agreement with a Secured Hedge Provider (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations Hedge Liabilities of any Company under a Hedge Agreement with a Secured Hedge Provider (providedprovided that, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.7, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfertransfer Laws, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.7 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.7 constitute, and this Section 8.1.10 6.7 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and each Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 7.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.107.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 7.1.9 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 7.1.9 constitute, and this Section 8.1.10 7.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (DSW Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 5.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.105.17, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 5.17 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 5.17 constitute, and this Section 8.1.10 5.17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Pledge and Security Agreement (Fairmount Santrol Holdings Inc.)
Keepwell. Each Qualified ECP Loan Party Guarantor hereby jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying each other Loan Party in order for such Loan Party to honor all of such Non-Qualifying Party’s its obligations under this Agreement or any other Loan Document in its respective Guaranty of obligations with respect of to Swap Obligations or other obligations under Hedge Agreements (provided, however, that each Qualified ECP Loan Party Guarantor shall only be liable under this Section 8.1.10 10.20 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1010.20 [Keepwell], or otherwise under this Agreement or any other Loan Document, as it relates to such other Loan Parties, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party Guarantor under this Section 8.1.10 10.20 [Keepwell] shall remain in full force and effect until payment performance in full of all Bank-Provided Xxxxxx entered into from time to time prior to the date on which all Obligations are paid in full to the Banks, the Administrative Agent, and termination all of this Agreement and the other Loan DocumentsBanks’ Commitments are terminated. Each Qualified ECP Loan Party The Borrower intends that this Section 8.1.10 10.20 [Keepwell] constitute, and this Section 8.1.10 10.20 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 1 contract
Keepwell. Each Loan Party, if it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non- Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 11.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1011.07, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 11.07 shall remain in full force and effect until payment in full 143 (or written release and discharge) of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 11.07 constitute, and this Section 8.1.10 11.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Loan Party, if it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non- Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 11.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1011.07, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 11.07 shall remain in full force and effect until payment in full (or written release and discharge) of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 11.07 constitute, and this Section 8.1.10 11.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations (other than (i) contingent indemnification obligations to the extent no claim giving rise thereto has been asserted and (ii) Letters of Credit so long as Agent has received the cash collateral with respect to the Letters of Credit to the extent required pursuant to this Agreement) and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Collateral Pledge Agreement (Universal Logistics Holdings, Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 5.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.105.15, or otherwise under this Agreement or any other Loan Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 5.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 5.15 constitute, and this Section 8.1.10 5.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Term Loan Credit and Guaranty Agreement (New Enterprise Stone & Lime Co., Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Non‑Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable lawLaw, including applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.11 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFacility Termination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.11 constitute, and this Section 8.1.10 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.9 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFacility Termination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.9 constitute, and this Section 8.1.10 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly The Guarantor and severally (together with each other Loan Party, if it is a Qualified ECP Loan Party) , jointly and severally, hereby absolutely unconditionally and irrevocably irrevocably: (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), ) and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement Guaranty or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 Paragraph 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10Paragraph 25, or otherwise under this Agreement Guaranty or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 Paragraph 25 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement Guaranty and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 Paragraph 25 constitute, and this Section 8.1.10 Paragraph 25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying NonQualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, 8.1.12 or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.12 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.12 constitute, and this Section 8.1.10 8.1.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment the Payment in full Full of the Obligations and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.. 141
Appears in 1 contract
Samples: Security Agreement (Babcock & Wilcox Enterprises, Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Non- Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Ferroglobe PLC)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.14, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.14 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.14 constitute, and this Section 8.1.10 8.1.14 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Invacare Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (SMTC Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.14 shall remain in full force and effect until payment in full in cash of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.14 constitute, and this Section 8.1.10 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.19 shall remain in full force and effect until payment Payment in full Full of the Obligations and termination of this Agreement and the other Loan DocumentsObligations. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.19 constitute, and this Section 8.1.10 6.19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.11 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute8.1.11 constitutes, and this Section 8.1.10 8.1.11 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of of, each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 1 contract
Keepwell. Each Borrower, if it is a Qualified ECP Loan Party Party, jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.12, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.12 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.12 constitute, and this Section 8.1.10 6.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.”
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Hutchinson Technology Inc)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s 's obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.19 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.19 constitute, and this Section 8.1.10 6.19 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) Borrower is a Qualified ECP Credit Party and hereby guarantees the prompt payment and performance of all Swap Obligations owing by of each Non-Qualifying Loan Party (it being understood other than the Borrower) and agreed that this guarantee is a guaranty of payment absolutely, unconditionally and not of collection), and (b) irrevocably undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying each Benefitting Loan Party in order for such Benefitting Loan Party to honor all of such Non-Qualifying Party’s its obligations (without giving effect to Section 12.22(b)) under this Agreement or the Guaranty and any other Loan Document in Security Instrument including obligations with respect of to Swap Obligations Agreements (provided, however, that each Qualified ECP Loan Party the Borrower shall only be liable under this Section 8.1.10 12.22(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1012.22(a), or otherwise under this Agreement or any other Loan Document, as it relates to such Benefitting Loan Party, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party the Borrower under this Section 8.1.10 12.22(a) shall remain in full force and effect until payment all Obligations are paid in full to the Lenders, the Administrative Agent and all Secured Swap Providers, and all of the Obligations and termination of this Agreement and the other Loan DocumentsLenders’ Commitments are terminated. Each Qualified ECP Loan Party The Borrower intends that this Section 8.1.10 12.22(a) constitute, and this Section 8.1.10 12.22(a) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Benefitting Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.14, or otherwise under this Agreement or any other Loan Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.14 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsTermination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.14 constitute, and this Section 8.1.10 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Connecture Inc)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.11 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFacility Termination Date. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.11 constitute, and this Section 8.1.10 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Aimco OP L.P.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying NonQualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Quantum Corp /De/)
Keepwell. (a) Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.108.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 8.1.9 shall remain in full force and effect until payment in full Payment In Full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 8.1.9 constitute, and this Section 8.1.10 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II)) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Foster L B Co)
Keepwell. Each Qualified ECP Loan Party Guarantor hereby jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying each Specified Loan Party to honor all of such Non-Qualifying Party’s its obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party Guarantor shall only be liable under this Section 8.1.10 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.107.10, or otherwise under this Agreement or any other Agreement, as it relates to such Specified Loan DocumentParty, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party Guarantor under this Section 8.1.10 7.10 shall remain in full force and effect until the payment in full in cash of the Secured Obligations (other than (i) contingent obligations for indemnity, expense reimbursement, tax 129 gross-up or yield protection for which no claim has been made and termination (ii) Secured Obligations under Secured Hedge Agreements, Secured Letters of this Agreement Credit and Secured Cash Management Obligations to the other Loan Documentsextent not currently due). Each Qualified ECP Loan Party Guarantor intends that this Section 8.1.10 7.10 constitute, and this Section 8.1.10 7.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 1 contract
Samples: Credit Agreement (CSRA Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.. 6.16
Appears in 1 contract
Samples: Credit and Security Agreement (Virco MFG Corporation)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 5.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.105.21, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 5.21 shall remain in full force and effect until the payment in full of the Obligations Obligations, the termination of the Commitments and the termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 5.21 constitute, and this Section 8.1.10 5.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) (a) Borrower represents that it is a Qualified ECP Credit Party. Borrower hereby guarantees the prompt payment and performance of all Swap Obligations owing by of each Non-Qualifying Loan Party (it being understood other than the Borrower) and agreed that this guarantee is a guaranty of payment absolutely, unconditionally and not of collection), and (b) irrevocably undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying each Benefitting Loan Party in order for such Benefitting Loan Party to honor all of such Non-Qualifying Party’s its obligations (without giving effect to Section 9.25(b)) under this the Guaranty Agreement or any other Loan Document in including obligations with respect of to Swap Obligations Agreements (provided, however, that each Qualified ECP Loan Party Borrower shall only be liable under this Section 8.1.10 9.25(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.109.25(a), or otherwise under this Agreement or any other Loan Document, as it relates to such Benefitting Loan Party, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party the Borrower under this Section 8.1.10 9.25(a) shall remain in full force and effect until payment all Obligations are paid in full to the Lenders, the Administrative Agent and all Swap Providers, and all of the Obligations and termination of this Agreement and the other Loan DocumentsLenders’ Commitments are terminated. Each Qualified ECP Loan Party The Borrower intends that this Section 8.1.10 9.25(a) constitute, and this Section 8.1.10 9.25(a) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Benefitting Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.Commodity Exchange Act. Frank’s International Multi-Year Credit Agreement
Appears in 1 contract
Samples: Revolving Credit Agreement (Frank's International N.V.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Party, if it is a Qualified ECP Loan Party) , jointly and severally, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 10.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.1010.16, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 10.16 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 10.16 constitute, and this Section 8.1.10 10.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Universal Stainless & Alloy Products Inc)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Non‑Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations Obligations, the termination of the Commitments and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s 's obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 7.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.107.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 7.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 7.1.10 constitute, and this Section 8.1.10 7.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit Agreement (Black Box Corp)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.9, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.9 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.9 constitute, and this Section 8.1.10 6.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Non Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.11, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.11 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.11 constitute, and this Section 8.1.10 6.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Horsehead Holding Corp)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Hedging Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.19, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.19 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.19 constitute, and this Section 8.1.10 6.19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower or Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEACommodity Exchange Act.
Appears in 1 contract
Samples: Business Loan and Security Agreement (ICF International, Inc.)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Security Agreement (SMTC Corp)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA.. 8.2
Appears in 1 contract
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.15 shall remain in full force and effect until payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsObligations. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.15 constitute, and this Section 8.1.10 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
Appears in 1 contract
Samples: Credit and Security Agreement (Finish Line Inc /In/)
Keepwell. Each If it is a Qualified ECP Loan Party Party, then jointly and severally (severally, together with each other Qualified ECP Loan Party) , hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.106.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable lawApplicable Law, including applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 6.13 shall remain in full force and effect until payment the Payment in full Full of the Obligations Obligations, the termination of the Commitments and the termination of this Agreement and the other Loan Other Documents. Each Qualified ECP Loan Party intends that this Section 8.1.10 6.13 constitute, and this Section 8.1.10 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II) of the CEA..
Appears in 1 contract
Samples: Security Agreement (Williams Industrial Services Group Inc.)
Keepwell. Each Qualified ECP Loan Party jointly and severally (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (ai) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (bii) undertakes to provide such funds or other support as may be needed from time to time by any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Loan Party under this Section 8.1.10 shall remain in full force and effect until payment Payment in full of the Obligations and termination of this Agreement and the other Loan DocumentsFull. Each Qualified ECP Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a DMFIRM #404836892 v17 87 “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18(A)(v)(II1a(18)(A)(v)(II) of the CEA.
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