Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for 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 XI 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.10 for 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 XI X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.10 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.10 constitute, and this Section 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for 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 XI 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 11.11 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullfull and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section in accordance with § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any all Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 21 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 21, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 21 shall remain in full force and effect until the date upon which all Commitments under this Agreement Guaranteed Obligations shall have been terminated fully and finally performed and indefeasibly paid in full in cash (other than Unliquidated Obligations) and the Commitments and all Obligations Facility LCs shall have been indefeasibly paid and performed terminated or expired or, in fullthe case of all Facility LCs, are fully collateralized on terms reasonably acceptable to the Administrative Agent. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.21

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by any other Guarantor to honor all of its such Guarantor’s obligations under its Guaranty and the this Obligations Guarantee or any other Loan Documents Credit Document in respect of any Swap Obligation (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 7.10 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 7.10, or otherwise under this Obligations Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance transfer or fraudulent transferconveyance, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations shall have been indefeasibly paid and performed in full, the Commitments shall have terminated and all Letters of Credit shall have expired or been terminated. Each Qualified ECP Guarantor intends that this Section 7.10 constitute, and this Section 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider with respect to a Swap Counterparty hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other credit support to each Specified Guarantor as may be needed by any Supported Guarantor of such Specified Guarantor Swap Counterparty from time to time to honor all of its such Supported Guarantor’s obligations under its any Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations of such Swap Counterparty (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorparty’s obligations and undertakings under this Article XI hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each a Qualified ECP Guarantor Keepwell Provider with respect to any Swap Counterparty under this Section paragraph shall remain in full force and effect until the date upon all Swap Obligations of such Swap Counterparty in respect of which all Commitments under this Agreement have been terminated and all Obligations a Supported Guarantor has provided a Guaranty have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that The parties intend this Section provision to constitute, and this Section provision shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Supported Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor The Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its the Guaranty Agreement and the other Loan Documents to which it is a party in respect of any Swap Obligation (providedObligations that would, however, that each Qualified ECP Guarantor shall only be liable under in absence of the agreement in this Section for 11.21, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorthe Borrower’s obligations and undertakings under this Article XI Section 11.21 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 11.21 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated Secured Obligations (other than indemnity and all Obligations similar obligations that are not then due and payable) have been indefeasibly paid and performed in fullfull and the Aggregate Commitments have been terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 11.21 to constitute, and this Section 11.21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor Obligor with respect to such Swap Obligation as may be needed by such Specified Guarantor Obligor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any such Swap Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s obligations and undertakings under this Article XI Section 5.12 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which Full Payment of all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor Obligor intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each Specified Guarantor Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for 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 XI Section 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor Obligor with respect to such Swap Obligation as may be needed by such Specified Guarantor Obligor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any such Swap Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s obligations and undertakings under this Article XI Section 5.11 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which Full Payment of all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor Obligor intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each Specified Guarantor Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for 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 XI 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor Obligor with respect to such Swap Obligation as may be needed by such Specified Guarantor Obligor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any such Swap Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s obligations and undertakings under this Article XI Section 5.3 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which Full Payment of all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor Obligor intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each Specified Guarantor Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty Guarantee of the Guaranteed Obligations and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for 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 XI 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without in any way limiting the obligations of any Obligor under this Agreement (including under this Article X) or the other Loan Documents, each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.04 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.04, or otherwise under this Article XI X, as it relates to such other Obligor, 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 date upon which all Commitments a discharge of such Qualified ECP Guarantor’s obligations under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed Article X in fullaccordance with the terms hereof. Each Qualified ECP Guarantor intends that this Section 10.04 constitute, and this Section 10.04 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrowers hereby agree to cause each Qualified ECP Guarantor hereby to jointly and severally, severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each Credit Party to honor all of its such Credit Party’s obligations under its Guaranty guaranty and the other Loan Security Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 1.19(e) for 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 XI its guaranty, voidable under the Bankruptcy Code and other applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 1.19(e) shall remain in full force and effect until Payment in Full of the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section 1.19(e) (and any corresponding provision of any applicable guaranty) constitute, and this Section 1.19(e) (and any corresponding provision of any applicable guaranty) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor Credit Party for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under its the Guaranty and the other Loan Documents Security Agreement in respect of Swap Obligations under any Swap Obligation Secured Rate Contract (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 10.23, or otherwise under the Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.23 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this Agreement each Secured Rate Contract have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower shall, and shall cause each other Qualified ECP Guarantor hereby Guarantor, jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Restricted Person to honor all of its obligations under its Guaranty and the other Loan Security Documents in respect of any Swap Obligation Lender Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.16 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 10.16, or otherwise under any Security Document, as it relates to such other Restricted Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.16 shall remain in full force and effect until the date upon which all Commitments under this Agreement have expired or been terminated and the principal of and interest on each Loan and all Obligations fees payable hereunder and all other amounts payable under the Loan Documents (other than contingent indemnification obligations) shall have been indefeasibly paid in full in immediately available funds and performed in fullall Letters of Credit shall have expired or terminated or been cash collateralized and all Matured LC Obligations shall have been reimbursed. Each Qualified ECP Guarantor intends that this Section 10.16 constitute, and this Section 10.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Restricted Person for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any such Swap Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s obligations and undertakings under this Article XI Section 2.9 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which Full Payment of all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each Specified Guarantor Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by any other Wholly Owned Holdco Guarantor hereunder to honor all of its such Wholly Owned Holdco Guarantor’s obligations under its Guaranty and the other Loan Documents this Agreement in respect of Guaranteed Obligations, including any Swap Obligation (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 2.9 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 2.9, or otherwise under this Agreement, as it relates to such Wholly Owned Holdco Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.9 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullDebt Termination Date. Each Qualified ECP Guarantor intends that this Section 2.9 constitute, and this Section 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each Supported Guarantor for such Supported Guarantor to honor all of its obligations under its Guaranty and qualify as an Eligible Contract Participant during the other Loan Documents Swap Guarantee Eligibility Period in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 2.8, or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until the date upon which all Commitments obligations of the Borrowers under this the Credit Agreement have expired, been discharged or have otherwise been terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Supported Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by any other Guarantor to honor all of its such Guarantor’s obligations under its Guaranty and the this Obligations Guarantee or any other Loan Documents Credit Document in respect of any Swap Obligation (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 7.10 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 7.10, or otherwise under this Obligations Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance transfer or fraudulent transferconveyance, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations shall have been indefeasibly paid in full and performed in fullthe Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 7.10 constitute, and this Section 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor honour all of its obligations under its Guaranty and the other Loan Documents Guarantee in respect of any Swap Obligation Secured Obligations incurred pursuant to a Risk Management Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.1(v) for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 11.1(v), or otherwise under its Guarantee voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.1(v) shall remain in full force and effect until discharged in accordance with the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullprovisions of its Guarantee, as applicable. Each Qualified ECP Guarantor intends that this Section 11.1(v) constitute, and this Section 11.1(v) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under its Guaranty and the other Loan Documents guarantee under this Section 2 in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 2.8, or otherwise under Section 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the date upon which all Commitments Borrower Obligations and the Obligations of each Subsidiary Guarantor under the guarantee contained in this Agreement Section 2 shall have been terminated and all Obligations have been indefeasibly paid and performed satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Subsidiary Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

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

Keepwell. Each Qualified ECP Guarantor hereby Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each of the other Loan Parties to honor all of its such Loan Party’s obligations under its Guaranty this European Guarantee and the other Loan Documents in respect of any Secured Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 25 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 25, or otherwise under this European Guarantee or the other Loan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 25 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated Termination Date, in each case, in accordance with and all Obligations have been indefeasibly paid and performed subject to the limitations set forth in fullSection 9.05 of the Credit Agreement. Each Qualified ECP Guarantor intends that this Section 25 constitute, and this Section 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor Obligor with respect to such Swap Obligation as may be needed by such Specified Guarantor Obligor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any such Swap Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s ECP's obligations and undertakings under this Article XI Section 5.11 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which Full Payment of all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor Obligor intends that this Section to constitute, and this Section shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, support or other agreement” " for the benefit of of, each Specified Guarantor Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 24 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 24 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 24 shall remain in full force and effect until the date upon payment in full of all Liabilities (other than contingent indemnity obligations which all Commitments have not been asserted) and other amounts payable under this Agreement have been terminated Guaranty and all Obligations have been indefeasibly paid and performed until the Credit Documents are no longer in fulleffect. Each Qualified ECP Guarantor intends that this Section 24 constitute, and this Section 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor of the Parent and the Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation obligations under Hedging Arrangement with a Hedge Counterparty constituting Obligations hereunder (provided, however, that each Qualified ECP Guarantor of the Parent and the Borrower shall only be liable under this Section 9.20 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 9.20, or otherwise under the Credit Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor of the Parent and the Borrower under this Section 9.20 shall remain in full force and effect until the date upon which all Commitments of Obligations and any amounts payable under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullfull and the Revolving Commitments have terminated. Each Qualified ECP Guarantor of the Parent and the Borrower intends that this Section constitute9.20 constitutes, and this Section 9.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents guarantee contained in this Section 7 in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.14 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 7.14, or otherwise under the guaranty contained in this Section 7, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 7.14 shall remain in full force and effect until the date upon which full, unconditional and irrevocable performance and discharge of the Guaranteed Obligations and the Guaranteed Canadian Obligations and the termination of all Revolving Commitments under this Agreement have been terminated and expiration or cancellation of all Obligations have been indefeasibly paid and performed in fullLetters of Credit. Each Qualified ECP Guarantor intends that this Section 7.14 constitute, and this Section 7.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor all of its obligations under its Guaranty and the other Loan Documents guarantee contained in this Section 3 in respect of any Swap Obligation Obligations (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 3.11, or otherwise under the guarantee contained in this Section 3, as it relates to such other Obligor, 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 3.11 shall remain in full force and effect until payment in full of all the date upon which all Commitments under this Agreement have been terminated and all Secured Obligations have been indefeasibly paid and performed (other than in fullrespect of any continent expense reimbursement or indemnification obligations). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 12.8 for 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 XI XII, or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the date upon which all Commitments under this Agreement Obligations (other than contingent indemnification and expense reimbursement obligations not then due or asserted) shall have been terminated paid in full in cash and all Obligations have been indefeasibly paid and performed in fullthe Commitments terminated. Each Qualified ECP Guarantor intends that this Section 12.8 constitute, and this Section 12.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature pages to follow]

Keepwell. Keepwell” \l 2 Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. "Signature Page" \l 4

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any all Swap Obligation Obligations to which the Borrower or a Guarantor is a Swap Counterparty (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section hereunder for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement Credit Party Obligations shall have been terminated fully and all Obligations have been finally performed and indefeasibly paid in full in cash (other than Unliquidated Obligations) and performed in fullthe Commitments shall have terminated or expired. Each Qualified ECP Guarantor intends that this Section section constitute, and this Section section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ “BORROWER”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section paragraph for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI paragraph or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section paragraph shall remain in full force and effect until there is a discharge of the date upon which all Commitments applicable Guarantor’s obligations under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullGuaranty. Each Qualified ECP Guarantor intends that this Section paragraph constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 24 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 24 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 24 shall remain in full force and effect until the date upon payment in full of all Liabilities (other than contingent indemnity obligations which all Commitments have not been asserted) and other amounts payable under this Agreement have been terminated Guaranty and all Obligations have been indefeasibly paid and performed until the Facility Documents are no longer in fulleffect. Each Qualified ECP Guarantor intends that this Section 24 constitute, and this Section 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each Specified Guarantor to honor all of its such Specified Guarantor’s obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 11 or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full, the Commitments have been terminated or expired and all of the Letters of Credit have been terminated or expired (or cash collateralized pursuant to Section 2.06(c) of the Credit Agreement). Each Qualified ECP Guarantor intends that this Section 11 constitute, and this Section 11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Without in any way limiting the obligations of any Guarantor under this Guaranty (including under Section 2 hereof) or the other Loan Documents, each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 31 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 31, or otherwise under this Guaranty, as it relates to such other Guarantor, 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 a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the date upon which all Commitments under this Agreement have been terminated terms hereof and all Obligations have been indefeasibly paid and performed in fullthe other Loan Documents. Each Qualified ECP Guarantor intends that this Section 31 constitute, and this Section 31 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally severally absolutely and irrevocably undertakes to provide such funds or other support to each Specified Guarantor other Loan Party as may be needed by such Specified Guarantor Loan Party from time to time to honor all of its obligations under its Guaranty the guaranty provided herein and under the other Loan Documents including Obligations with respect to Swap Obligations that would, in respect the absence of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under the agreement in this Section for 16 otherwise constitute Excluded Swap Obligations (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 its obligations and undertakings under this Article XI Section 16 or otherwise under this Continuing Guaranty or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Qualified ECP Guarantor Guarantors under this Section 16 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends The Loan Parties intend that this Section 16 constitute, and this Section 16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Amended and Restated Continuing Guaranty Loan No. RX0583

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by any other Wholly Owned Holdco Guarantor hereunder to honor all of its such Wholly Owned Holdco Guarantor’s obligations under its Guaranty and the other Loan Documents this Agreement in respect of Guaranteed Obligations, including any Swap Obligation (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 2.9 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 2.9, or otherwise under this Agreement, as it relates to such Wholly Owned Holdco Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.9 shall remain in full force [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullDebt Termination Date. Each Qualified ECP Guarantor intends that this Section 2.9 constitute, and this Section 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without in any way limiting the obligations of any Guarantor under this Guaranty (including under Section 2 hereof) or the other Loan Documents, each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 34 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 34, or otherwise under this Guaranty, as it relates to such other Guarantor, 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 a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the date upon which all Commitments under this Agreement have been terminated terms hereof and all Obligations have been indefeasibly paid and performed in fullthe other Loan Documents. Each Qualified ECP Guarantor intends that this Section 34 constitute, and this Section 34 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by the Borrower and each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section as it relates to such Borrower or other Guarantor, voidable under applicable law Legal Requirements 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Global Medical REIT L.P. By Name Title

Keepwell. Each Qualified ECP Guarantor The Borrowers hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its the Guaranty and the other Loan Documents to which it is a party with respect to Swap Obligations that would, in respect the absence of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under the agreement in this Section for 4,31, constitute Excluded Swap Obligations (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 the Borrowers’ obligations and undertakings under this Article XI Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrowers under this Section 4.31 shall remain in full force and effect until the date upon which all Commitments each Guarantor’s Liabilities under this Agreement have been terminated and all Obligations as defined in its Guaranty have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrowers intends that this Section 4.31 to constitute, and this Section 4.31 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor hereunder to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 29 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 29, or otherwise under this Guaranty, as it relates to such Obligor, 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 29 shall remain in full force and effect until the date upon on which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid in full in cash, all Letters of Credit have been terminated, expired or cash collateralized (in accordance with the Credit Agreement) and performed in fullall Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 29 constitute, and this Section 29 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by the Borrower and each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section as it relates to such Borrower or other Guarantor, voidable under applicable law Legal Requirements 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. This Term Loan Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Centerspace, LP By: Centerspace, Inc. Its: General Partner By Name Title Centerspace, Inc. By Name Title CENTERSPACE By Name Title

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor all of its obligations under its Guaranty and the other Loan Documents guarantee contained in this Section 3 in respect of any Swap Obligation Obligations (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 3.11, or otherwise under the guarantee contained in this Section 3, as it relates to such other Obligor, 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 3.11 shall remain in full force and effect until payment in full of all the date upon which all Commitments under this Agreement have been terminated and all Secured Obligations have been indefeasibly paid and performed in full(other than unasserted contingent expense reimbursement or indemnification obligations). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 13.8 for 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 XI XIII, or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the date upon which all Commitments under this Agreement Obligations (other than contingent indemnification and expense reimbursement obligations not then due or asserted) shall have been terminated paid in full in cash and all Obligations have been indefeasibly paid and performed in fullthe Commitments terminated. Each Qualified ECP Guarantor intends that this Section 13.8 constitute, and this Section 13.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its payment obligations under its the Guaranty and the other Loan Documents Security Agreement in respect of Swap Obligations under any Swap Obligation Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.24 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 9.24, or otherwise under the Guaranty and Security Agreement, voidable under applicable law Requirements of 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 9.24 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this Agreement each Rate Contract have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.24 constitute, and this Section 9.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under ​ this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by the Borrower and each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section as it relates to such Borrower or other Guarantor, voidable under applicable law Legal Requirements 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. This Second Amended and Restated Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor all of its obligations under its Guaranty and the other Loan Documents guarantee contained in this Section 3 in respect of any Swap Obligation Agreement Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 3.11, or otherwise under the guarantee contained in this Section 3, as it relates to such other Obligor, 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 payment in full of all the date upon which all Commitments under this Agreement have been terminated Secured Obligations (other than in respect of indemnities and all contingent Obligations have been indefeasibly paid not then due and performed in fullpayable). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider with respect to a Swap Counterparty hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other credit support to each Specified Guarantor as may be needed by any Supported Guarantor of such Specified Guarantor Swap Counterparty from time to time to honor all of its such Supported Guarantor’s obligations under its any Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations of such Swap Counterparty (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorparty’s obligations and undertakings under this Article XI hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each a Qualified ECP Guarantor Keepwell Provider with respect to any Swap Counterparty under this Section paragraph shall remain in full force and effect until the date upon all Swap Obligations of such Swap Counterparty in respect of which all Commitments under this Agreement have been terminated and all Obligations a Supported Guarantor has provided a Guaranty have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that The parties intend this Section provision to constitute, and this Section provision shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each Specified Supported Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Subsidiary Guarantor that is a Qualified ECP Subsidiary Guarantor at the time the Guarantee hereunder or the grant of the security interest hereunder, in each case, by any Specified Obligor, becomes effective with respect to any Hedging Agreement Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor Obligor with respect to such Hedging Agreement Obligation as may be needed by such Specified Guarantor Obligor from time to time to honor all of its obligations under its Guaranty Guarantee hereunder and the other Loan Documents in respect of any Swap such Hedging Agreement Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Subsidiary Guarantor’s obligations and undertakings under this Article XI Section 3 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 Subsidiary Guarantor under this Section 3.11 shall remain in full force and effect until the date upon which all Commitments under this Agreement Secured Obligations (other than unasserted contingent obligations) have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Subsidiary Guarantor intends that this Section 3.11 to constitute, and this Section 3.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Guarantor Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor ​ shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under its the Guaranty and the other Loan Documents Security Agreement in respect of Swap Obligations under any Swap Obligation Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 10.23, or otherwise under the Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.23 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this Agreement each Secured Rate Contract have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each To the extent that any Guarantor is a Qualified ECP Guarantor, such Guarantor hereby jointly and severallyseverally with each other Qualified ECP Guarantor, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by the Borrower and each Guarantor to honor all of its obligations under its Guaranty the guarantees they have provided in favour of the Agent and the other Loan Documents Beneficiaries in respect of any ECP Swap Obligation Obligations (provided, however, that each Qualified ECP such Guarantor shall only be liable under this Section 5 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 5, or otherwise under this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 5 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 5 constitute, and this Section 5 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of the Borrower and each Specified Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under its the Guaranty and the other Loan Documents in respect of Swap Obligations under any Swap Obligation Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 6.25 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 6.25, or otherwise under the Guaranty and Security Agreement, voidable under applicable law Requirements of 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 6.25 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this Agreement each Secured Rate Contract have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 6.25 constitute, and this Section 6.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each To the extent the Guarantor qualifies as a Qualified ECP Guarantor, the Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Borrower to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each the Guarantor, as a Qualified ECP Guarantor Guarantor, shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, any debtor relief laws and not for any greater amount). The Subject to Section 5 of this Guaranty, the obligations and undertakings of each the Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the date upon which Guaranteed Obligations and all Commitments under this Agreement the obligations of the Borrowers shall have been terminated paid in full and all Obligations have been indefeasibly paid and performed in fullthe Commitments terminated. Each The Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.- 11 -

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.7 for 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 XI Section 2.7 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.7 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Finance Obligations have been indefeasibly paid and performed in fullfull and all Revolving Credit Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 2.7 constitute, and this Section 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section § 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (c) Article II of the Guaranty is hereby amended by inserting the following new Section 2.8:

Keepwell. Each Borrower that is a Qualified ECP Guarantor (as defined below) when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor Borrower that is not a Qualified ECP with respect to such Swap Obligation as may be needed by such Specified Guarantor Borrower that is not a Qualified ECP from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any such Swap Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s obligations and undertakings under this Article XI Section voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed Payment in fullFull. Each Qualified ECP Guarantor Borrower intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each Specified Guarantor Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. As used in this Note, “

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under its Guaranty and the other Loan Documents this Article 9 in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section, or otherwise under this Article XI 9, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Guaranteed Obligations (other than contingent indemnification obligations) have been paid in full and all Commitments under this Agreement have been terminated and all or such Qualified ECP Guarantor’s Guaranty of the Guaranteed Obligations have has been indefeasibly paid and performed terminated in fullaccordance with Section 9.1(d). Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under its the Guaranty and the other Loan Documents in respect of Swap Obligations under any Swap Obligation Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 6.25 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 6.25, or otherwise under the Guaranty and Security Agreement, voidable under applicable law Requirements of 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 6.25 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this Agreement each Secured Rate Contract have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 6.25 constitute, and this Section 6.25 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without in any way limiting the obligations of any Guarantor under this Guaranty (including under Section 2 hereof) or the other Loan Documents, each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 26 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 26, or otherwise under this Guaranty, as it relates to such other Guarantor, 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 a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the date upon which all Commitments under this Agreement have been terminated terms hereof and all Obligations have been indefeasibly paid and performed in fullthe other Loan Documents. Each Qualified ECP Guarantor intends that this Section 26 constitute, and this Section 26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under its Guaranty and the other Loan Documents Guarantee under this Section 2 in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.7 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 2.7, or otherwise under Section 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under guarantee contained in this Agreement Section 2 shall have been terminated and all Obligations have been indefeasibly paid and performed satisfied by payment in full, no F-9 Form of Security Agreement Letter of Credit shall be outstanding (which has not been backstopped or Cash Collateralized) and the Commitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 2.7 constitute, F-15 Form of Security Agreement and this Section 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor all of its payment obligations under its the U.S. Revolving Guaranty and the other Loan Documents Security Agreement in respect of Swap Obligations under any Swap Obligation Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.9 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 13.19, or otherwise under the U.S. Revolving Guaranty and Security Agreement, voidable under applicable requirements of 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 11.9 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this Agreement each Secured Rate Contract have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 11.9 constitute, and this Section 11.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under its the Guaranty and the other Loan Documents Agreement in respect of Swap Obligations under any Swap Obligation Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 12.39 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 12.39, or otherwise under the Guaranty Agreement, voidable under applicable law Requirements of 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 12.39 shall remain in full force and effect until the date upon which all Commitments guarantees in respect of Swap Obligations under this each Secured Hedge Agreement have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 12.39 constitute, and this Section 12.39 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.10 for 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 XI X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.10 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.10 constitute, and this Section 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 241

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Guarantor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Without in any way limiting the obligations of any Obligor under this Agreement (including under this Article X) or the other Loan Documents, each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Obligor to honor all of its obligations under its this Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.04 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.04, or otherwise under this Article XI X, as it relates to such other Obligor, 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 date upon which all Commitments a discharge of such Qualified ECP Guarantor’s obligations under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed Article X in fullaccordance with the terms hereof. Each Qualified ECP Guarantor intends that this Section 10.04 constitute, and this Section 10.04 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 131 ARTICLE XI

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for 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 XI Section 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor for all purposes of Section § 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (l) 14.3 (a) and (b) shall be amended, in each case, by adding the following sentence at the end thereof: “Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.”

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

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Grantor to honor all of its obligations under its Guaranty and the other Loan Documents this Agreement in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.16 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 9.16, or otherwise under this Agreement, 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 9.16 shall remain in full force and effect until all amounts owing to the date upon which all Commitments under this Agreement have been terminated Secured Parties on account of the Borrower Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall be outstanding and all Obligations have been indefeasibly paid and performed in fullof the Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.16 constitute, and this Section 9.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Guarantor other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for 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 XI 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other US-DOCS\79529473.13 agreement” for the benefit of each Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by any other Guarantor to honor all of its such Guarantor’s obligations under its Guaranty and the this Obligations Guarantee or any other Loan Documents Credit Document in respect of any Swap Obligation (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 7.10 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 7.10, or otherwise under this Obligations Guarantee, as it relates to such Guarantor, voidable under applicable law relating to preferences, fraudulent conveyance conveyance, fraudulent transfer or fraudulent transfertransfer at undervalue, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations shall have been indefeasibly paid and performed in full, the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 7.10 constitute, and this Section 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by the Borrower and each other Guarantor to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section as it relates to such Borrower or other Guarantor, voidable under applicable law Legal Requirements 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 date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed discharged in fullaccordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each Specified other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each To the extent the Guarantor qualifies as a Qualified ECP Guarantor, the Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Borrower to honor all of its obligations under its Guaranty and the other Loan Documents in respect of any Swap Obligation Obligations (provided, however, that each the Guarantor, as a Qualified ECP Guarantor Guarantor, shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section, or otherwise under this Guaranty or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, any debtor relief laws and not for any greater amount). The Subject to Section 5 of this Guaranty, the obligations and undertakings of each the Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the date upon which Guaranteed Obligations and all Commitments under this Agreement the obligations of the Borrowers shall have been terminated paid in full and all Obligations have been indefeasibly paid and performed in fullthe Commitments terminated. Each The Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each Specified Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by any other Wholly Owned Opco Guarantor hereunder to honor all of its such Wholly Owned Opco Guarantor’s obligations under its Guaranty and the other Loan Documents this Agreement in respect of Guaranteed Obligations, including any Swap Obligation (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 3.5 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Article XI Section 3.5, or otherwise under this Agreement, as it relates to such Wholly Owned Opco Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 3.5 shall remain in full force and effect until the date upon which all Commitments under this Agreement have been terminated and all Obligations have been indefeasibly paid and performed in fullDebt Termination Date. Each Qualified ECP Guarantor intends that this Section 3.5 constitute, and this Section 3.5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.