Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, The Borrower hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide to each Parent Guarantor and each Restricted Subsidiary such funds or other support as may be needed from time to time by each Credit Party (other than itself) such Parent Guarantor or Restricted Subsidiary in order for such Credit Party Parent Guarantor or Restricted Subsidiary to honor its obligations under the Guaranty and Security Agreement including obligations Obligations with respect to Swap Agreements, whether such Swap Agreements are entered into directly by such Parent Guarantor or Restricted Subsidiary or are guaranteed under the Parent Guaranty and Pledge Agreement or the Guaranty and Pledge Agreement, as applicable (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower shall only be liable under this Section 8.18 8.16 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.188.16, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effectamount). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower under this Section 8.18 8.16 shall remain in full force and effect until all Indebtedness this Agreement is paid terminated in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedaccordance with its terms. Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, 8.16 constitute a “keepwell, support, or other agreement” for the benefit of each other Credit Party Parent Guarantor and Restricted Subsidiary for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 8.17 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.188.17, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 8.17 was not in effect). The obligations of the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 8.17 shall remain in full force and effect until all Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 8.17 constitute, and this Section 8.18 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedFull has occurred. Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, The Borrower hereby guarantees the payment and performance of all Indebtedness Obligations of each Credit Loan Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Loan Party (other than itself) in order for such Credit Loan Party to honor its obligations under the Guaranty Guarantee and Security Agreement Collateral Agreement, including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18Section, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount amount, and (b) without rendering such Credit Loan Party liable for amounts to creditors, other than the Secured Parties, that such Credit Loan Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower under this Section 8.18 shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC and the The Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the The Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness Secured Obligations in respect of any Lender Hedging Agreement of each Credit Loan Party (other than itself), each OpCo Entity, each JV Holdco and each Secured Joint Venture (collectively, the “Keepwell Parties”) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) Keepwell Party, in order for such Credit Keepwell Party to honor its obligations under the Guaranty and Security Agreement including obligations guaranty provided in this Article XI (and/or the grant of a Lien on its Property) with respect to Swap Lender Hedging Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each it is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18Section, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Keepwell Parties, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Keepwell Party liable for amounts to creditors, other than the Secured Parties, that such Credit Keepwell Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC and the Borrower, to the extent each it is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is Secured Obligations are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC and the The Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party and each Keepwell Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without 98 rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedFull has occurred. Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment [Access MLP Operating Credit Agreement] and performance of all Indebtedness Obligations of each Credit Loan Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Loan Party (other than itself) in order for such Credit Loan Party to honor its obligations under the Guaranty and Security Guarantee Agreement including obligations with respect to Swap Hedge Agreements (provided, however, that the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18Section, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Loan Parties, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Loan Party liable for amounts to creditors, other than the Secured Parties, that such Credit Loan Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Revolving Commitments are terminated. Each of the Parent, OP LLC Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of The Borrower (and following the ParentParent MLP IPO, OP LLC the Parent MLP) shall, and the Borrower, to the extent that it is a shall cause each Qualified ECP Guarantor, hereby guarantees the payment jointly and performance of all Indebtedness of each Credit Party (other than itself) and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Loan Party to honor all of its obligations under the Guaranty and Security Agreement including obligations with Instruments in respect to Swap of Hedging Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Guarantor shall only be liable under this Section 8.18 8.13 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.188.13, or otherwise under this Agreement or any Loan DocumentSecurity Instrument, as it relates to such other Credit PartiesLoan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effectamount). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Guarantor under this Section 8.18 8.13 shall remain in full force and effect until the Commitments have expired or been terminated and the principal of and interest on each Loan and all Indebtedness is fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full to the Lenders, the Administrative Agent in immediately available funds and all other Secured Parties, Letters of Credit shall have expired or terminated or been cash collateralized and all of the Lenders’ Commitments are terminatedLC Disbursements shall have been reimbursed. Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 8.13 constitute, and this Section 8.18 8.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, The Borrower hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itselfthe Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itselfthe Borrower) in order for such Credit Party to honor its obligations under the its respective Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower shall only be liable under this Section 8.18 8.16 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.188.16, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effectamount). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower under this Section 8.18 8.16 shall remain in full force and effect until all Indebtedness (excluding contingent indemnification obligations not due and payable) is paid in full to the Lenders, the Administrative Agent and all other Secured PartiesParties (or, for purposes of Letters of Credit, such Letters of Credit are cash collateralized to the reasonable satisfaction of the Issuing Bank) and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC and the The Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 8.16 shall constitute, and this Section 8.18 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedFull has occurred. Each of the Parent, OP LLC Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each member of the Parent, OP LLC and the BorrowerParent Group, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness of each Credit Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) in order for such Credit Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Agreements (provided, however, that the Parent, OP LLC and each member of the BorrowerParent Group, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 8.16 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.188.16, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 8.16 was not in effect). The obligations of each member of the Parent, OP LLC and the BorrowerParent Group, to the extent each is a Qualified ECP Guarantor, under this Section 8.18 8.16 shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all Full has occurred. Each member of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC and the Borrower Parent Group that is a Qualified ECP Guarantor intends that this Section 8.18 8.16 constitute, and this Section 8.18 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the The Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness Obligations in respect of any Lender Hedging Agreement of each Credit Loan Party (other than itself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Loan Party (other than itself) in order for such Credit Loan Party to honor its obligations under the Guaranty and Security Agreement including obligations with respect to Swap Lender Hedging Agreements (provided, however, that the Parent, OP LLC and the Borrower, to the extent each it is a Qualified ECP Guarantor, shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.18Section, or otherwise under this Agreement or any Loan Document, as it relates to such other Credit Loan Parties, voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Loan Party liable for amounts to creditors, other than the Secured Parties, that such Credit Loan Party would not otherwise have made available to such creditors if this Section 8.18 was not in effect). The obligations of the Parent, OP LLC and the Borrower, to the extent each it is a Qualified ECP Guarantor, under this Section 8.18 shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. Each of the Parent, OP LLC and the The Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, (a) Borrower hereby guarantees the payment and performance of all Indebtedness Obligations of each Credit Party (other than itselfBorrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other than itself) Benefitting Guarantor in order for such Credit Party Benefitting Guarantor to honor its obligations (without giving effect to(b)) under the Facility Guaranty and Security Agreement any other Loan Paper including obligations with respect to Swap Agreements Hedge Transactions (provided, however, that the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower shall only be liable under this Section 8.18 8.13(a) for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.188.13(a), or otherwise under this Agreement or any Loan DocumentPaper, as it relates to such other Credit PartiesBenefitting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.18 was not in effectamount). The obligations of the Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, Borrower under this Section 8.18 8.13(a) shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the LendersBanks, the Administrative Agent and all other Secured PartiesPersons to whom Obligations are owing, and all of the LendersBanks’ Commitments are terminated. Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.18 8.13(a) constitute, and this Section 8.18 8.13(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Benefitting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.