Excluded Swap Obligations; Keepwell Clause Samples

The Excluded Swap Obligations; Keepwell clause defines which swap obligations are not covered by a guarantor under a loan or credit agreement, typically due to legal or regulatory restrictions. In practice, this clause ensures that a guarantor is not required to guarantee swap obligations that would be illegal or unenforceable, such as those that could cause the guarantee to be considered a fraudulent transfer or violate laws like the Commodity Exchange Act. Its core function is to protect guarantors from inadvertently assuming liabilities that could expose them to legal risks, while still allowing the guarantee to be effective for all other permissible obligations.
Excluded Swap Obligations; Keepwell. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, ANY EXCLUDED SWAP OBLIGATIONS SHALL BE EXCLUDED FROM (X) THE DEFINITION OF “SECURED DEBT”, “DEBT” OR “OTHER DEBT” (OR ANY EQUIVALENT DEFINITION) CONTAINED HEREIN OR IN ANY OTHER GUARANTY OF THE SECURED DEBT AND NO EXCLUDED SWAP OBLIGATIONS SHALL BE GUARANTEED PURSUANT TO ANY SUCH GUARANTEE AND (Y) THE DEFINITION OF “SECURED DEBT” OR “DEBT” (OR ANY EQUIVALENT DEFINITION) CONTAINED IN ANY LOAN DOCUMENT, AND NO LIEN GRANTED PURSUANT TO ANY LOAN DOCUMENT SHALL SECURE ANY EXCLUDED SWAP OBLIGATIONS.
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Excluded Swap Obligations; Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 15, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 15 shall remain in full force and effect until the Discharge of ABL Facility Obligations (as defined in the ABL Intercreditor Agreement). Each Qualified ECP Guarantor intends that this Section 15 constitute, and this Section 15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
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Excluded Swap Obligations; Keepwell. (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, ANY EXCLUDED SWAP OBLIGATIONS SHALL BE EXCLUDED FROM (X) THE DEFINITION OF “GUARANTEED OBLIGATIONS” (OR ANY EQUIVALENT DEFINITION) CONTAINED HEREIN OR IN ANY OTHER GUARANTY OF THE GUARANTEED OBLIGATIONS AND NO EXCLUDED SWAP OBLIGATIONS SHALL BE GUARANTEED PURSUANT TO ANY SUCH GUARANTY AND (Y) THE DEFINITION OF “SECURED OBLIGATIONS” (OR ANY EQUIVALENT DEFINITION) CONTAINED IN ANY COLLATERAL DOCUMENT AND NO LIEN GRANTED PURSUANT TO ANY COLLATERAL DOCUMENT SHALL SECURE ANY EXCLUDED SWAP OBLIGATIONS. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Article X for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Article X, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the discharge of the Guaranteed Obligations on the Termination Date (as defined in the US Security Agreement). Each Qualified ECP Guarantor intends that this Article X constitute, and this Article X shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
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Excluded Swap Obligations; Keepwell. (a) Notwithstanding anything to the contrary in this Agreement or any other Debt Document, the guarantee of each Debtor under this Clause 27 does not apply to any Excluded Swap Obligation of such Debtor (and no amount received from any Debtor under any Debt Document shall be applied to any Excluded Swap Obligation of such Debtor, whether under Clause 14 (Application of proceeds) or otherwise). (b) Each Qualified ECP Guarantor shall provide such funds or other support as may be needed from time to time by each other Debtor to honour all of its obligations under (a) the Debt Documents in respect of any hedging agreement and (b) Clause 27 in respect of each other Debtor's obligations under any hedging agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Clause 27.14 for the maximum amount of such liability that can hereby be incurred without rendering its obligations under this Clause 27.14, or otherwise under Clause 27 or otherwise under the Debt Documents, voidable A44420063 under applicable law, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Clause 27.14 shall remain in full force and effect until each Debtor's obligations under any hedging agreement and under Clause 27 in respect of each other Debtor's obligations under any hedging agreement are fully discharged in accordance with the terms of the Debt Documents. Each Qualified ECP Guarantor intends that this Clause 27.14 constitutes, and this Clause 27.14 shall be deemed to constitute, a "keepwell, support or other agreement" for the benefit of each other Debtor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
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Excluded Swap Obligations; Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section
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Related to Excluded Swap Obligations; Keepwell

  • Swap Obligations Neither the Company nor any of its Subsidiaries has incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations. The Company has undertaken its own independent assessment of its consolidated assets, liabilities and commitments and has considered appropriate means of mitigating and managing risks associated with such matters and has not relied on any swap counterparty or any Affiliate of any swap counterparty in determining whether to enter into any Swap Contract.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Debt Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Debtor or a Security Grantor of its obligations under any of the Debt Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; and (d) have or be deemed to have any relationship of trust or agency with, any Debtor.

  • Hedging Obligations 13 Holder............................................................. 13 Indebtedness....................................................... 13 Indenture ......................................................... 14

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

  • ▇▇▇▇▇ OBLIGATIONS A ▇▇▇▇▇▇▇'s acceptance of funds directly under the Grant or indirectly through a subaward acts as acceptance of the authority of the State, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. In accordance with the legislative audit committee, DFPS can request any documentation, at any time, to be sent to DFPS to a location DFPS chooses. Examples of documentation that DFPS may request include, but are not limited to: 1. Participant files in their entirety. This includes, but is not limited to: a. Progress notes. b. Action plans. c. Registration forms. d. Surveys. e. Sign-in sheets. f. Monthly tracking forms.