Common use of Keepwell Clause in Contracts

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 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 Obligations have been indefeasibly Fully Paid and performed. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Without limiting anything in this Article XVI, each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to each Loan Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article XVI becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Loan Guarantor under such guarantee and the other Loan Documents this Article XVI in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 16.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 10.16 16.13, or otherwise under this Article XVI, voidable under Applicable applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 16.13 shall remain in full force and effect until termination of the Obligations have been indefeasibly Fully Paid Commitments and performedpayment in full of all Loans and other Obligations. Each Qualified ECP Guarantor intends that this Section to 16.13 constitute, and this Section 16.13 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 Borrower for all purposes of Loan Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee the guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee its guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.19 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any the guarantee hereunder or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.10 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective Keepwell Provider with respect to any a Swap Obligation, Counterparty hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other credit support to each Specified Borrower with respect to such Swap Obligation as may be needed by any Supported Guarantor of such Specified Borrower Swap Counterparty from time to time to honor all of its such Supported Guarantor’s obligations under such guarantee and the other Loan Documents any Guaranty in respect of Swap Obligations of such Swap Obligation Counterparty (but, in each case, only 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 Section 10.16 hereunder 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 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 all Swap Obligations of such Swap Counterparty in respect of which a Supported Guarantor has provided a Guaranty have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends 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 Borrower Supported Guarantor for all purposes of the Commodity Exchange ActCEA.

Keepwell. Each Borrower that is a Borrowers hereby agree to cause each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under such guarantee its Guarantee and the other Loan Security Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up be liable under its undertaking pursuant to this Section 5.7 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 its Guarantee, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transferthe Bankruptcy Code and other applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 5.7 shall remain in full force and effect until Payment in Full of the Obligations have been indefeasibly Fully Paid and performedObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section to 5.7 (and any corresponding provision of any applicable Guarantee) constitute, and this Section 5.7 (and any corresponding provision of any applicable Guarantee) 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 Borrower Credit Party for all purposes of section 1a (18)(A)(v)(II) of the Commodity Exchange Act.. SECTION 12. [RESERVED]

Keepwell. Each The Borrower that shall, and shall ensure that, to the extent any Subsidiary is a Qualified ECP Guarantor at Guarantor, the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in Borrower and each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severallySubsidiary shall, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by the Borrower or any Subsidiary (that provides a guarantee to honor the Agent, the Lenders, the Hedging Affiliates and the Cash Managers) to honour all of its obligations under such guarantee and the other Loan Documents its Guarantee in respect of Financial Instrument Obligations (provided, however, the Borrower and each Subsidiary shall only be liable under such Swap Obligation (but, in each case, only up to undertaking for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 undertaking, or otherwise under the Documents to which it is a party, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and undertakings of each Qualified ECP Guarantor Subsidiary under this Section undertaking shall remain in full force and effect until discharged in accordance with the Obligations have been indefeasibly Fully Paid and performedprovisions of the relevant Document. Each Qualified ECP Guarantor The Borrower intends that this Section to and the undertaking provided for shall constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit ofof the Borrower and its Subsidiaries (that provide a guarantee to the Agent, each Specified Borrower the Lenders, the Hedging Affiliates and the Cash Managers) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified Borrowerother Qualified ECP Guarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower such Qualified ECP Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Qualified ECP Guarantor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.08 voidable under Applicable 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Qualified ECP Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time for the Parent Borrower to honor all of its obligations under such guarantee and qualify as an Eligible Contract Participant during the other Loan Documents Swap Guarantee Eligibility Period in respect of such any Swap Obligation (butprovided, in however, that each case, Borrower Qualified Keepwell Provider shall only up to be liable under this Section 9.07 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 9.07, or otherwise under this 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 Borrower Qualified ECP Guarantor Keepwell Provider under this Section 9.07 shall remain in full force and effect until the Obligations obligations of the Borrowers under this Agreement have expired, been indefeasibly Fully Paid and performeddischarged or have otherwise been terminated in accordance with the terms of this Agreement. Each Borrower Qualified ECP Guarantor Keepwell Provider intends that this Section to 9.07 constitute, and this Section 9.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified of the Parent Borrower for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any of the guarantee hereunder or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 2.8 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each The Borrower that shall, and shall ensure that, to the extent any Subsidiary is a Qualified ECP Guarantor at Guarantor, the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in Borrower and each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severallySubsidiary shall, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by the Borrower or any Subsidiary (that provides a guarantee to honor the Agent, the Lenders, the Hedging Affiliates and the Cash Managers) to honour all of its obligations under such guarantee and the other Loan Documents its Guarantee in respect of Financial Instrument Obligations (provided, however, the Borrower and each Subsidiary shall only be liable under such Swap Obligation (but, in each case, only up to undertaking for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 undertaking, or otherwise under the Documents to which it is a party, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and undertakings of each Qualified ECP Guarantor Subsidiary under this Section undertaking shall remain in full force and effect until discharged in accordance with the Obligations have been indefeasibly Fully Paid and performedprovisions of the relevant Document. Each Qualified ECP Guarantor The Borrower intends that this Section to and the undertaking provided for shall constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit ofof the Borrower and its Subsidiaries (that provide a guarantee to the Agent, each Specified Borrower the Lenders, the Hedging Affiliates and the Cash Managers) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Borrowers hereby agree to cause each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under such guarantee its Guarantee and the other Loan Security Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up be liable under its undertaking pursuant to this Section 5.7 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 its Guarantee, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transferthe Bankruptcy Code and other applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 5.7 shall remain in full force and effect until Payment in Full of the Obligations have been indefeasibly Fully Paid and performedObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section to 5.7 (and any corresponding provision of any applicable Guarantee) constitute, and this Section 5.7 (and any corresponding provision of any applicable Guarantee) 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 Borrower Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Loan Party to honor all of its obligations under such guarantee and the other Loan Documents each applicable Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.02 for the maximum amount of such liability that can be hereby or thereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 7.02, or otherwise under such Guaranty, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge or release of the Obligations have been indefeasibly Fully Paid (i) Guaranteed Obligations, (ii) the “Guaranteed Obligations” (as defined in the Foreign Subsidiary Guaranty), (iii) the “Guaranteed Obligations” (as defined in the US Subsidiary Guaranty), and performed(iv) all guaranteed obligations under each other Guaranty. Each Qualified ECP Guarantor intends that this Section to constitute7.02 constitutes, and this Section 7.02 shall be deemed to constituteconstitutes, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Without limiting anything in this Guaranty, each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under Guaranty becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under such guarantee and the other Loan Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 19 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 10.16 19, or otherwise under this Guaranty, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 19 shall remain in full force and effect until termination of the Obligations have been indefeasibly Fully Paid Commitments and performedpayment in full of all Loans and other Obligations. Each Qualified ECP Guarantor intends that this Section to 19 constitute, and this Section 19 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 Borrower for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Borrower Grantor that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any the other Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 18 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and constitute a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Obligor that is a Qualified ECP Guarantor at the time that any guarantee when its guaranty of or the grant of the Lien as security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, for a Swap Obligation becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s obligations and undertakings under this Section 10.16 5.10 voidable under Applicable Law relating to any applicable fraudulent transfer or conveyance or fraudulent transferact, and in each case only so long as providing such funds or support could not for any greater amountreasonably be expected to result in material adverse tax consequences to an Obligor or a Subsidiary of an Obligor under Section 956 of the Code). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid and performedFull Payment of all Obligations. Each Qualified ECP Guarantor Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.

Keepwell. Each of the Borrower that is a and each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation other Guarantor as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee this Guaranty and the other Loan Documents to which it is a party with respect to Swap Obligations that would, in respect the absence of such the agreement in this Section 12.10, otherwise constitute Excluded Swap Obligation Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the Borrower’s and such Qualified ECP Guarantor’s Guarantors’ obligations and undertakings under this Section 10.16 voidable under Applicable applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Borrower and the Qualified ECP Guarantor Guarantors under this Section 12.10 shall remain in full force and effect until the Guarantors’ Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each The Borrower and the Qualified ECP Guarantor intends Guarantors intend this Section 12.10 to constitute, and this Section 12.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee this Guaranty Agreement or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guaranty Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 26 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 26 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 26 to constitute, and this Section 26 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each of the Borrower that is a and each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation other Guarantor as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations that would, in respect the absence of such the agreement in this Section 12.10, otherwise constitute Excluded Swap Obligation Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the Borrower’s and such Qualified ECP Guarantor’s Guarantors’ obligations and undertakings under this Section 10.16 voidable under Applicable applicable Law relating to fraudulent conveyance or conveyance, fraudulent transfer, voidable transactions or similar matters, and not for any greater amount). The obligations and undertakings of each the Borrower and the Qualified ECP Guarantor Guarantors under this Section 12.10 shall remain in full force and effect until the Guarantors’ Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each The Borrower and the Qualified ECP Guarantor intends Guarantors intend this Section 12.10 to constitute, and this Section 12.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Grantor that is a Qualified ECP Guarantor at the time that any guarantee the guaranty or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 2 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 2.8 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full (other than any contingent indemnification or similar obligation not yet due and payable, and any Obligation owing under any Rate Swap Document or Cash Management Agreement) and no Letter of Credit shall be outstanding (unless cash collateralized on terms acceptable to the L/C Issuer or such Letter of Credit becomes a Supported Letter of Credit). Each Qualified ECP Guarantor intends this Section 2.8 to constitute, and this Section 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Obligor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of a Lien under the security interest hereunder or under any other Loan DocumentDocuments, in each case, by any Specified Borrower, Obligor becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 Article 11 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor Obligor intends this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that If Guarantor is a Qualified ECP Guarantor at (as defined in the time that any guarantee or the grant of the security interest hereunder or under any other Loan DocumentCredit Agreement), in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, Guarantor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor (as defined in the Credit Agreement) to honor all of its obligations under such guarantee and its Guaranty (as defined in the other Loan Documents Credit Agreement) in respect of such Swap Obligation Obligations (butas defined in the Credit Agreement); provided, however, that Guarantor, in each caseits capacity as a Qualified ECP Guarantor, shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 Section, or otherwise under this Guaranty, as it relates to such other Guarantor (as defined in the Credit Agreement), voidable under Applicable Law applicable law relating to fraudulent conveyance conveyances or fraudulent transfertransfers, and not for any greater amount). The obligations and undertakings of each Guarantor as a Qualified ECP Guarantor under this Section shall remain in full force and effect until discharged by the Obligations have been indefeasibly Fully Paid and performedrelease of this Guaranty. Each Qualified ECP Guarantor intends this Section to constitute, and that 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 Borrower other Guarantor (as defined in the Credit Agreement) for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange ActAct (as defined in the Credit Agreement).

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 2.9 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 2.9 shall remain in full force and effect until the Guarantor Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 2.9 to constitute, and this Section 2.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each At such time as any Borrower that is a Qualified ECP Guarantor at the time the guarantee by any Guarantor that any guarantee is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Obligor”) or the grant of the a security interest hereunder or under the Loan Documents by any other Loan Documentsuch Specified Obligor, in each either case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, then such Obligor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s Borrowers’ obligations and undertakings under this Section 10.16 13.22 voidable under Applicable Law relating to fraudulent conveyance applicable bankruptcy or fraudulent transferinsolvency laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrowers under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends Borrowers intend this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any the guarantee hereunder or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.08 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Grantor that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any the other Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 19 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and constitute a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor (as defined below) at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other Loan Documentthe Credit Documents, in each case, by any Specified BorrowerCredit Party (as defined below), becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Credit Party with respect to such Swap Obligation as may be needed by such Specified Borrower Credit Party from time to time to honor all of its obligations under such guarantee this Guaranty and the other Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 23 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 23 shall remain in full force and effect until the Relevant Guaranteed Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 23 to constitute, and this Section 23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor Borrower at the time that any guarantee this Agreement or the grant of the security interest hereunder or under any other Loan Documentthe Credit Documents, in each case, by any Specified BorrowerCredit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Credit Party with respect to such Swap Obligation as may be needed by such Specified Borrower Credit Party from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Section 10.16 14.24 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 Borrower under this Section 14.24 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor Borrower intends this Section 14.24 to constitute, and this Section 14.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Without limiting anything in this Article XI, each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article XI becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under such guarantee and the other Loan Documents this Article XI in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 10.16 11.11, or otherwise under this Article XI, voidable under Applicable Law applicable Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until termination of the Obligations have been indefeasibly Fully Paid Commitments and performedpayment in full of all Loans and other Obligations. Each Qualified ECP Guarantor intends that this Section to 11.11 constitute, and this Section 11.11 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 Borrower for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Borrower that is a Without in any way limiting the obligations of any Guarantor under this Guaranty (including under Section 3 hereof) or the other Loan Documents, each Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor to honor all of its obligations under such guarantee and the other Loan Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 25 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 25, or otherwise under this Guaranty, as it relates to such other Guarantor, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the Obligations have been indefeasibly Fully Paid terms hereof and performedthe other Loan Documents. Each Qualified ECP Guarantor intends that this Section to 25 constitute, and this Section 25 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 Borrower other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any of the guarantee hereunder or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 2.8 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor to honor all of its obligations under such guarantee and the other Loan Documents this Guaranty in respect of such Swap Obligation (butObligations; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 16, or otherwise under this Guaranty, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 16 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly Fully Paid are paid in full (other than contingent, unasserted indemnification obligations and performed. Each Qualified ECP Guarantor intends this Section obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable), the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit in form, amount and substance reasonably satisfactory to constitute, the applicable L/C Issuer) and this Section shall be deemed to constitute, a guarantee the termination of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange ActCommitments.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee this Agreement or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 24 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any the guarantee hereunder or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.10 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, 180 ​ WBD (US) 42673629v7​ or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each At such time as any Borrower that is a Qualified ECP Guarantor at the time the guarantee by any Guarantor that any guarantee is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Obligor”) or the grant of the a security interest hereunder or under the Loan Documents by any other Loan Documentsuch Specified Obligor, in each either case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, then such Obligor hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s Borrowers’ obligations and undertakings under this Section 10.16 13.22 voidable under Applicable Law relating to fraudulent conveyance applicable bankruptcy or fraudulent transferinsolvency laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrowers under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends Borrowers intend this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.. [Remainder of page intentionally left blank; signatures begin on following page]

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Loan Party to honor all of its obligations under such guarantee and the other Loan Documents this Agreement in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 2.8, or otherwise under this 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 Keepwell Provider under this Section 2.8 shall remain in full force and effect until (x) such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Hedge Agreements or Cash Management Obligations and other than contingent indemnity obligations not due and payable) shall have been indefeasibly Fully Paid paid in full, (y) the expiration or termination of all Letters of Credit (unless (A) cash collateralized or backstopped on terms reasonably satisfactory to the applicable Issuing Bank(s) or (B) such Letters of Credit are subject to other arrangements reasonably satisfactory to the applicable Issuing Bank(s)) and performed(z) all Commitments have been terminated . Each Qualified ECP Guarantor Keepwell Provider intends that this Section to 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Loan Party to honor all of its obligations under such guarantee and the other Loan Documents Guarantor Obligations in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.08 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 2.08, or otherwise under this Agreement, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Article 2 shall have been indefeasibly Fully Paid satisfied by payment in full in cash (excluding contingent indemnification obligations or obligations with respect to Specified Hedge Agreements or Specified Cash Management Obligations), no Letter of Credit shall be outstanding and performedthe Commitments shall be terminated. Each Qualified ECP Guarantor intends that this Section to 2.08 constitute, and this Section 2.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Borrower and Facility Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Facility Guaranty or the grant of the a security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified Borrower, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor[’]’s obligations and undertakings under this Section 10.16 the Facility 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Borrower and Facility Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, (as hereinafter defined) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Loan Party to honor all of its obligations under such guarantee and the other Loan Documents this Guarantee in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 20 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 Section, or otherwise under this 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 20 shall remain in full force and effect until terminated in accordance with the Obligations have been indefeasibly Fully Paid and performedterms hereof. Each Qualified ECP Guarantor intends that this Section to 20 constitute, and this Section 20 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 Borrower other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used in this Section 20, the term “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Eligible Contract Participant Guarantor at the time that the guarantee under this Guarantee by any guarantee Specified Loan Party (as defined below), or the grant by such Specified Loan Party of the a security interest hereunder or under any other Loan Document, in each case, by any Specified Borrowerto secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 10.16 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 Eligible Contract Participant Guarantor under this Section 3 shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Eligible Contract Participant Guarantor intends this Section to constitute, and this Section 3 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.. For purposes hereof, “

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor (as defined below) at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other Loan Documentthe Credit Documents, in each case, by any Specified BorrowerCredit Party (as defined below), becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Credit Party with respect to such Swap Obligation as may be needed by such Specified Borrower Credit Party from time to time to honor all of its obligations under such guarantee this Guaranty and the other Loan Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 23 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 23 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 23 to constitute, and this Section 23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Applicant that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the a security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified Borrower, Applicant becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Applicant with respect to such Swap Obligation as may be needed by such Specified Borrower Applicant from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 hereunder voidable under Applicable 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 the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor Applicant intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Applicant for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor Borrower at the time that any guarantee the guaranty, co-Borrower status (or incurrence of joint and several liability), or the grant of a Lien under the security interest hereunder or under any other Loan DocumentDocuments, in each case, by any Specified Borrower, Borrower becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and end undertakings under this Section 10.16 14 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 Borrower under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full in cash. Each Qualified ECP Guarantor Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange Act.CEA. [REMAINDER OF ▇▇▇▇ INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW]

Keepwell. Each Borrower U.S. Guarantor that is a Qualified ECP Guarantor at the time that any guarantee Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP U.S. Guarantor’s obligations and undertakings under this Section 10.16 24 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 U.S. Guarantors under this Section 24 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP The U.S. Guarantor intends this Section 24 to constitute, and this Section 24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.”

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or lien under any other Loan Document, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 24 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange Act.each

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified Borrowerother Qualified ECP Guarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower such Qualified ECP Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Qualified ECP Guarantor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.08 voidable under Applicable 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Qualified ECP Guarantor for all purposes of the Commodity Exchange Act.. 149 US-DOCS\117476656.1136335661.3

Keepwell. Each Borrower Debtor that is a Qualified ECP Guarantor at the time any Guarantee of the Obligations by any Debtor that any guarantee is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest hereunder or under the Loan Documents by any other such Specified Loan DocumentParty, in each either case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 such Guarantee voidable under Applicable Law relating to fraudulent conveyance or fraudulent transferapplicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 28 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor Debtor intends this Section 28 to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act. (xii) A new Section 29 is hereby added to the Security Agreement to read as follows:

Keepwell. Each Borrower Obligor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerObligor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 14.20 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 14.20 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 14.20 to constitute, and this Section 14.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified Borrowerother Qualified ECP Guarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower such Qualified ECP Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Qualified ECP Guarantor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.08 voidable under Applicable 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Qualified ECP Guarantor for all purposes of the Commodity Exchange Act.. 151 US-DOCS\136335661.3140506888.9

Keepwell. Each Borrower Subsidiary Guarantor that is a Qualified ECP Subsidiary Guarantor at the time that any the guarantee in this Section 3 or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified BorrowerObligor, becomes effective with respect to any Swap Hedging Agreement Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Hedging Agreement Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such its guarantee in this Section 3 and the other Loan Documents in respect of such Swap Hedging Agreement Obligation (but, in each case, only 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 Section 10.16 3 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 Subsidiary Guarantor under this Section 3 shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid paid and performedperformed in full (other than unasserted contingent indemnities and similar obligations that survive the termination of the Debt Documents). Each Qualified ECP Subsidiary Guarantor intends this Section 3 to constitute, and this Section 3 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified Borrowerother Qualified ECP Guarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower such Qualified ECP Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Qualified ECP Guarantor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.08 voidable under Applicable 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Qualified ECP Guarantor for all purposes of the Commodity Exchange Act.. 146 US-DOCS\146702970.▇▇▇▇▇▇▇▇▇▇.7

Keepwell. Each Borrower Subsidiary Guarantor that is a Qualified ECP Subsidiary Guarantor at the time that any guarantee the Guarantee hereunder or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified BorrowerObligor, becomes effective with respect to any Swap Hedging Agreement Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Hedging Agreement Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee its Guarantee hereunder and the other Loan Documents in respect of such Swap Hedging Agreement Obligation (but, in each case, only 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 Section 10.16 3 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 Subsidiary Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Subsidiary Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Subsidiary Guarantor that is a Qualified ECP Subsidiary Guarantor at the time that any guarantee the Guarantee hereunder or the grant of the security interest hereunder or under any other Loan Documenthereunder, in each case, by any Specified BorrowerObligor, becomes effective with respect to any Swap Hedging Agreement Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Hedging Agreement Obligation as may be needed by such Specified Borrower Obligor from time to time to honor all of its obligations under such guarantee its Guarantee hereunder and the other Loan Documents in respect of such Swap Hedging Agreement Obligation (but, in each case, only 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 Section 10.16 3 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 Subsidiary Guarantor under this Section 3.11 shall remain in full force and effect until the Secured Obligations (other than unasserted contingent obligations) have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Subsidiary Guarantor intends 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, each Specified Borrower Obligor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Obligor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan PartyObligor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan PartyObligor with respect to such Swap Obligation as may be needed by such Specified Borrower Loan PartyObligor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 14.20 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 14.20 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 14.20 to constitute, and this Section 14.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan PartyObligor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Pledgor that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any the other Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 19 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and constitute a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor for such Guarantor to honor all of its obligations qualify as an “eligible contract participant” under such guarantee and the other Loan Documents Commodity Exchange Act or any regulations promulgated thereunder at any time during the Swap Guarantee Eligibility Period in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 2.8, or otherwise under any relevant 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 Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Swap Agreements) shall have been indefeasibly Fully Paid paid in full, the Commitments have been terminated and performedno Letters of Credit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section to 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is Guarantor, at any and all times during which such Guarantor qualifies as a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap ObligationGuarantor, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor under this Agreement who is not a Qualified ECP Guarantor at such time (a “Non-ECP Loan Guarantor”) to honor all of its such Non-ECP Loan Guarantor’s obligations under such guarantee and the other Loan Documents any Guaranty issued in connection with this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each caseGuarantor, when a Qualified ECP Guarantor, shall only up to be liable under this section for the maximum amount of such liability that can be hereby incurred without rendering the obligations of such Guarantor, when a Qualified ECP Guarantor’s obligations and undertakings , under this Section 10.16 section or otherwise under this Agreement or the Guaranty, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Guarantor, when a Qualified ECP Guarantor Guarantor, under this Section section shall remain in full force and effect until termination of the Obligations have been indefeasibly Fully Paid and performedGuaranty in accordance with the terms of the Guaranty. Each Guarantor, when a Qualified ECP Guarantor Guarantor, intends that this Section to section constitute, and this Section section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Non-ECP Loan Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Guarantee or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations Guaranteed Obligations under such guarantee this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 11.11 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid and performedpayment in full of the Obligations. Each Qualified ECP Guarantor intends this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act. Excluded Swap Obligations Limitation.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective Keepwell Provider with respect to any a Swap Obligation, Counterparty hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other credit support to each Specified Borrower with respect to such Swap Obligation as may be needed by any Supported Guarantor of such Specified Borrower Swap Counterparty from time to time to honor all of its such Supported Guarantor’s obligations under such guarantee and the other Loan Documents any Guaranty in respect of Swap Obligations of such Swap Obligation Counterparty (but, in each case, only 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 Section 10.16 hereunder 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 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 all Swap Obligations of such Swap Counterparty in respect of which a Supported Guarantor has provided a Guaranty have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends 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 Borrower Supported Guarantor for all purposes of the Commodity Exchange ActCEA.

Keepwell. Each Borrower that is a Qualified ECP Eligible Contract Participant Guarantor at the time that the guarantee under this Guarantee by any guarantee Specified Loan Party (as defined below), or the grant by such Specified Loan Party of the a security interest hereunder or under any other Loan Document, in each case, by any Specified Borrowerto secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 10.16 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 Eligible Contract Participant Guarantor under this Section 3 shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid and performedin Full. Each Qualified ECP Eligible Contract Participant Guarantor intends this Section to constitute, and this Section 3 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.. For purposes hereof, “

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 12.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 Article 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 Obligations (other than contingent indemnification and expense reimbursement obligations not then due or asserted) shall have been indefeasibly Fully Paid paid in full in cash and performedthe Commitments terminated. Each Qualified ECP Guarantor intends that this Section to 12.8 constitute, and this Section 12.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Guarantor for all purposes of the Commodity Exchange Act.. [Signature pages to follow]

Keepwell. (a) Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any guarantee the U.S. Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this U.S. Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 17 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act. The Guarantors’ Obligations are secured by the various U.S. Collateral Documents referred to in the Credit Agreement, including without limitation, the U.S. Security Agreement, the U.S. Intellectual Property Security Agreement, the Mortgages and the U.S. Account Control Agreements. (b) For purposes of this Guaranty, the following terms have the following meanings:

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest guarantee hereunder or under any other Loan Document, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 2.8 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that If Guarantor is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan DocumentGuarantor, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, it absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by Borrower to honor all of its obligations under such guarantee and the other Loan Documents Credit Agreement in respect of such Swap Obligation Hedging Obligations (butprovided, in each casehowever, that Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section, or otherwise under this Guaranty, to be avoidable or unenforceable against Guarantor in such proceeding as a result of applicable Legal Requirements, including, without limitation, (A) Section 10.16 voidable under Applicable Law relating to 548 of the Bankruptcy Code of the United States and (B) any state fraudulent transfer or fraudulent conveyance act or fraudulent transferstatute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code of the United States or otherwise, 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 later of (i) the Guaranteed Obligations (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable) shall have been indefeasibly Fully Paid paid, performed and performedcompleted in full, and (ii) the Loan, Hedging Obligations and all interests, fees, and other amounts due from the Borrower under the Loan Documents and the Master Agreement or other documentation in connection with such Hedging Transactions have been paid in full (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable). 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, or other agreement” for the benefit of, each Specified of Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, (i) “Commodity Exchange Act” means 7 U.S.C. §1 et seq., as amended

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation Guarantor as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such any Swap Obligation (butprovided, in however, that each case, 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 Section 10.16 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. 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, or other agreement” for the benefit of, of each Specified Borrower Guarantor for all purposes of § 1a(18)(A)(v)(II) 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 Borrower Guarantor that is a Qualified ECP Guarantor at the time that any of the guarantee hereunder or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Guarantor with respect to such Swap Obligation as may be needed by such Specified Borrower Guarantor from time to time to honor all of its obligations under such its guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 2.8 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor The Parent Guarantor, at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, Guaranty by any Specified BorrowerLoan Party (as defined in the Credit Agreement), becomes effective with respect to any Swap ObligationObligation (as defined in the Credit Agreement), hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee and the other Loan Documents its Guaranty in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Subsidiary Guarantor’s obligations and undertakings under this Section 10.16 20 void or voidable under Applicable Law applicable law relating to unlawful financial assistance (within the meaning of Section 2:98c of the Dutch Civil Code or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the Parent Guarantor), fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP the Parent Guarantor under this Section 20 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP The Parent Guarantor intends this Section 20 to constitute, and this Section 20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 1 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the payment in full of the Obligations have been indefeasibly Fully Paid and performedor the occurrence of the Termination Date. Each Qualified ECP Guarantor intends this Section 1(d) to constitute, and this Section 1(d) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severallyseverally of the Administrative Agent and the other Secured Parties, and their respective successors and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as assigns, except that no Guarantor shall have the right to each Specified Borrower with respect to such Swap Obligation as assign or transfer its rights or obligations may be needed by such Specified Borrower from time to time by each other Guarantor to honor all of its obligations under this hereunder or any interest herein (and any such guarantee and the other Loan Documents attempted assignment or transfer shall be void), Guaranty in respect of such Swap Obligation (butObligations; provided, in however, that each case, Qualified ECP Guarantor except as expressly permitted by this Guaranty or the Credit Agreement. This Guaranty shall be shall only up to be liable under this Section 16 for the maximum amount of such liability that can be construed as a separate agreement with respect to each Guarantor and may be amended, modified, hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 16, or otherwise under this supplemented, waived or released with respect to any Guarantor without the approval of any other Guaranty, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, Guarantor and without affecting the obligations of any other Guarantor hereunder. and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 16 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly Fully Paid and performed. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange Actare paid in full SECTION 14.

Keepwell. Each Borrower that is a Qualified ECP Guarantor Borrower at the time that any guarantee the guaranty, co-Borrower status (or incurrence of joint and several liability), or the grant of a Lien under the security interest hereunder or under any other Loan DocumentDocuments, in each case, by any Specified Borrower, Borrower becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Section 10.16 14 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 Borrower under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full in cash. Each Qualified ECP Guarantor Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange ActCEA.

Keepwell. Each Borrower that is a Qualified ECP Guarantor Borrower at the time that any guarantee the guaranty, co-Borrower status (or incurrence of joint and several liability), or the grant of a Lien under the security interest hereunder or under any other Loan DocumentDocuments, in each case, by any Specified Borrower, Borrower becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Section 10.16 14 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 Borrower under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full in cash. Each Qualified ECP Guarantor Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange ActCEA. 21. Exhibit D to the Agreement is hereby deleted in its entirety. 22. Exhibit E to the Agreement is hereby amended, restated and replaced with Exhibit E attached hereto.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor for such Guarantor to honor all of its obligations qualify as an “eligible contract participant” under such guarantee and the other Loan Documents Commodity Exchange Act or any regulations promulgated thereunder at any time during the Swap Guarantee Eligibility Period in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 2.8, or otherwise under any relevant 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 Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Swap Agreements and any contingent or indemnification obligations not then due) shall have been indefeasibly Fully Paid paid in full, the Commitments have been terminated and performedno Letters of Credit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section to 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Borrower other Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Obligor that is a Qualified ECP Guarantor at the time that any of the guarantee or the grant of the security interest hereunder or under any other Loan Documentthe Finance Documents, in each case, by any Specified BorrowerObligor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Obligor with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by such Specified Obligor to honor all of its obligations under such this guarantee and the other Loan Finance Documents in respect of such Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Clause 23.12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 Clause 23.12, or otherwise under this 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 Clause 23 shall remain in full force and effect until the Obligations obligations under the Finance Documents have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends that this Section to Clause 23.12 constitute, and this Section Clause 23.12 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 Borrower other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower Grantor that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap ObligationGuarantor, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation other Grantor as may be needed by such Specified Borrower from time to time by such Grantor to honor all of its obligations under such guarantee and the other Loan Documents any Guaranty or this Agreement in respect of Swap Obligations under any Related Swap Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under any such Swap Obligation (but, in each case, only up to Guaranty for the maximum amount of such liability that can be hereby thereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 3.3, or otherwise under such Guaranty or this Agreement, 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 3.3 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Related Swap Contract have been indefeasibly Fully Paid and performeddischarged, or otherwise released or terminated in accordance with the terms of this Agreement (other than contingent obligations under general indemnification provisions as to which no claim is pending). Each Qualified ECP Guarantor intends that this Section to 3.3 constitute, and this Section 3.3 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 Borrower other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and Facility Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Facility Guaranty or the grant of the a security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified Borrower, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 the Facility 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Borrower and Facility Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower of the Guarantors and the Borrowers that is a Qualified ECP not an Excluded Swap Guarantor at the time that any guarantee the Loan Guarantee or the grant of the security interest hereunder or under any other Loan Documentthe Collateral Agreements, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee its Loan Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s 's obligations and undertakings under this Section 10.16 the Loan 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 such Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly Fully Paid and performedpaid in full. Each Qualified ECP such Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, "support or other agreement” " for the benefit of, each Specified Borrower Loan Party for all purposes of § 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything to the contrary herein, the foregoing shall not apply to any Loan Party that is a subsidiary of the Parent in respect of Swap Obligations of the Parent.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Guarantor to honor all of its obligations under such guarantee and the other Loan Documents this Guaranty in respect of such Swap Obligation all Hedging Liabilities (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 23 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 23, or otherwise under this Guaranty, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 23 shall remain in full force and effect until the all Guaranteed Obligations shall have been fully and finally performed and indefeasibly Fully Paid paid in full in cash (other than Unliquidated Obligations) and performedthe Commitments and all Facility LCs issued under the Credit Agreement shall have terminated or expired or, in the case of all Facility LCs, are fully collateralized on terms reasonably acceptable to the Administrative Agent. Each Qualified ECP Guarantor intends that this Section to 23 constitute, and this Section 23 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 Borrower other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. Each The US Borrower that is a Qualified ECP Guarantor at the time that any guarantee or the grant of the security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time by each other Loan Party to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such obligations under Swap Obligation Agreements constituting Obligations hereunder (butprovided, in each casehowever, that the US Borrower shall only up to be liable under this Section 9.23 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 10.16 9.23, or otherwise under the Loan Documents, voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Subject to Section 9.22(b), the Foreign Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Foreign Guarantor to honor all of its obligations under its Guaranty of the Obligations of the Foreign Borrower and the other Loan Documents in respect of obligations under Swap Agreements constituting Obligations of the Foreign Borrower hereunder (provided, however, that the Foreign Borrower shall only be liable under this Section 9.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.23, or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 9.23 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid and performedPayment In Full. Each Qualified ECP Guarantor Borrower intends that this Section to 9.23 constitute, and this Section 9.23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower of such other specified Loan Parties for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and Guarantor that is a Qualified ECP Guarantor at the time that any guarantee Guaranty or the grant of a Lien under the security interest hereunder or under any other Loan DocumentDocuments, in each case, by any Specified Borrower, Borrower and Guarantor becomes effective with respect to any Swap ObligationContract, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower and Guarantor with respect to such Swap Obligation Contract as may be needed by such Specified Borrower and Guarantor from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation Contract (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Borrower and Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee this Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorECP’s Guarantors obligations and undertakings under this Section 10.16 25 voidable under Applicable Law applicable law relating to fraudulent fraudulent, conveyance or fraudulent transfer, 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 Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 25 to constitute, and this Section 25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower Loan Party that is a Qualified ECP Guarantor at the time that any guarantee the Multiparty Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Multiparty Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 10.19(k) voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.” (x) Exhibit D to the Credit Agreement (Form of Compliance Certificate) is hereby amended and restated to read in its entirety as set forth on Attachment 1 to this Amendment.

Keepwell. Each Borrower Obligor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 14.20 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 14.20 shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section 14.20 to constitute, and this Section 14.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.”

Keepwell. Each Borrower of the Guarantors that is a Qualified ECP Guarantor at the time that any guarantee the Guarantee or the grant of the security interest hereunder or under any other the Loan DocumentDocuments, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee this Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 3.11 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of §1a(18)(A)(v)(II) the Commodity Exchange Act.” (m) Section 10 of the Guarantee and Security Agreement is hereby amended by inserting a new Section 10.13 at the end thereof to read as follows:

Keepwell. Each Borrower Guarantor that is a Qualified ECP Guarantor at the time that any guarantee the Guaranty or the grant of the any security interest hereunder or under any other Loan Document, in each case, by any Specified BorrowerLoan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower Loan Party with respect to such Swap Obligation as may be needed by such Specified Borrower Loan Party from time to time to honor all of its obligations under such guarantee the Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.16 28 voidable under Applicable Law applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor Borrower at the time that any guarantee Specified Borrower either becomes jointly and severally liable for any Swap Obligations pursuant to the terms of this Agreement or the grant of the grants a security interest hereunder or under any other Loan Document, in each case, by any Specified Borrower, becomes effective with respect to any secure Swap ObligationObligations, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under such guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Section 10.16 hereunder 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 Borrower under this Section paragraph shall remain in full force and effect until the all Obligations have been indefeasibly Fully Paid paid and performedperformed in full. Each Qualified ECP Guarantor Borrower intends this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the Commodity Exchange Act.