Common use of Keepwell Clause in Contracts

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other 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 14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documentshereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 10.13 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.13 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 10.13 to constitute, and this Section 14.11 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents Guarantees 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 10.09 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 14 10.09, or otherwise under the Guarantees, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fulla Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 10.09 constitute, and this Section 14.11 10.09 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 other Loan Party for all purposes of Section1a(18)(A)(v)(II) of the Commodity Exchange Act. Limitation on Guarantees by Excluded Subsidiaries. Notwithstanding anything in this Agreement to the contrary, with respect to each of the Borrower and any Additional Borrower that is organized under the law of the United States (or any state thereof) and that is treated as a United States person for U.S. federal income tax purposes, no Excluded Subsidiary of the type specified in clause (b) of the definition thereof with respect to such Applicable Borrower will guarantee the Obligations of such Applicable Borrower.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Multiparty Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Multiparty Guaranty and the other Credit 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 14 10.19(k) voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Borrower that is a Qualified ECP Guarantor at the time the Credit joint and several liability of any Specified Loan Party (pursuant to Section 2.10), or the Guaranty or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends this Section 14.11 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Credit Party the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (but, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 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 14 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.8 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fullfull and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its obligations and undertakings under this Section 4 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 14.11 to 4.8 constitute, and this Section 14.11 4.8 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 Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 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 14 14, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 14 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed termination of this Guaranty in fullaccordance with Section 13. Each Qualified ECP Guarantor intends that this Section 14.11 to 14 constitute, and this Section 14.11 14 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 other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest 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 Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty guarantee hereunder or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan PartyGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Loan Party Guarantor from time to time to honor all of its obligations under this Credit Party Guaranty its guarantee and the other Credit 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 14 10.10 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor (as defined below) at the time the Credit Party this Guaranty or at the time the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan other Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other 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 14 7.12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 7.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 7.12 to constitute, and this Section 14.11 7.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan other Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party To the extent that the Limited Guarantor is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant Guarantor, and subject to Section 2.02 and Section 4.13 of the security interest under the Credit Documentsthis Agreement, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Loan Party and each other Limited Guarantor, as the case may be, to honor all of its obligations under this Credit Party Agreement, the Guaranty and or the Limited Recourse Guaranty of such other Credit Documents Limited Guarantor in respect of such Swap Obligation Obligations (butprovided, in each casehowever, that the Limited Guarantor, to the extent that it is a Qualified ECP Guarantor, shall only up to be liable under this Section 4.15 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 14 4.15, or otherwise under this Agreement, as it relates to such Loan Party or such other Limited Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each the Limited Guarantor, to the extent that it is a Qualified ECP Guarantor Guarantor, under this Section 14.11 4.15 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fulltermination of this Agreement pursuant to its terms. Each The Limited Guarantor, to the extent that it is a Qualified ECP Guarantor Guarantor, intends that this Section 14.11 to constitute4.15 constitutes, and this Section 14.11 4.15 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 Loan Party and each other Limited Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.]

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations Guaranteed Obligations under this Credit Party Guaranty Agreement and the other Credit 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 14 11.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed payment in fullfull of the Obligations. Each Qualified ECP Guarantor intends this Section 14.11 11.11 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 8.09 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a of Hyatt and each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 9.11 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 14 9.11, or otherwise under this Guaranty, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations of each of Hyatt and undertakings of each Qualified ECP Guarantor under this Section 14.11 9.11 shall remain in full force and effect until the all Guarantied Credit Party Obligations have been and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and performed in fullany Commitments of the Lenders or facilities provided by the Lenders and the Issuing Lenders with respect to the Guarantied Credit Party Obligations are terminated. Each of Hyatt and each Qualified ECP Guarantor intends that this Section 14.11 to 9.11 constitute, and this Section 14.11 9.11 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 Loan other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Borrowers hereby agree to cause each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Credit Party Guaranty its Guarantee and the other Credit 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 14 its Guarantee, voidable under the Bankruptcy Code and other applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 5.7 shall remain in full force and effect until Payment in Full of the Obligations have been indefeasibly paid and performed in fullObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section 14.11 to 5.7 (and any corresponding provision of any applicable Guarantee) constitute, and this Section 14.11 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 Loan Credit Party for all purposes of section 1a (18)(A)(v)(II) of the Commodity Exchange Act. SECTION 11. SECTION 12. [RESERVED] SECTION 13.

Keepwell. Each Credit Subsidiary Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty its Guarantee and the other Credit 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 14 9.22 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 9.22 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 9.22 to constitute, and this Section 14.11 9.22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Borrower that is a Qualified ECP Guarantor at the time the Credit Party Guaranty guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty its guaranty and the other Credit 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 14 10.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fullFacility Termination Date. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty applicable Guaranty, the applicable joint and several liability or the grant of the security interest under the Credit Documentsapplicable Loan Document, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 10.21 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each caseGuaranty, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, Obligation hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 11.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 11.20 shall remain in full force and effect until the Obligations (other than contingent indemnity obligations for which no claim is pending) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor (as defined below) at the time the Credit Party this Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (each such Loan Party, a “Specified Loan Party Party”) with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other 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 14 Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 9 shall remain in full force and effect until the Obligations (other than contingent obligations for which no claim has been asserted) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 9 to constitute, and this Section 14.11 9 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other 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 14 Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.08 shall remain in full force and effect until the Obligations (other than contingent Obligations with respect to which no claim has been made) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 4.08 to constitute, and this Section 14.11 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Credit Party the Guaranty and the other Credit Collateral 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 4.8 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 14 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in fullfull and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 14.11 to 4.8 constitute, and this Section 14.11 4.8 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 Loan Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty guaranty or the grant of the security interest hereunder and under the Credit other Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty its guarantee and the other Credit 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 14 10 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.10 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 10.10 to constitute, and this Section 14.11 10.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 as may be needed from time to time by each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its such Specified Loan Party’s obligations under this Credit Party the Guaranty and the other Credit Collateral 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 4.8 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 14 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in fullfull and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 14.11 to 4.8 constitute, and this Section 14.11 4.8 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 Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty Guarantee and the other Credit 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 hereunder or under this Section 14 any other Loan Document voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party guaranty set forth in the Facility Guaranty or the grant of the a security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 the Facility Guaranty voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.25 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 to constitute, and this Section 14.11 10.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party of the Borrowers, any Affiliate of the Borrowers or any Guarantor that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 9.20 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP of the Borrowers, each Affiliate of the Borrowers and each Guarantor intends this Section 14.11 9.20 to constitute, and this Section 14.11 9.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 28 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party this Guaranty Agreement or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty Agreement and the other Credit 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 14 29 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 29 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 29 to constitute, and this Section 14.11 29 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Credit Party this Guaranty Agreement or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty Agreement and the other Credit 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 14 26 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 26 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 26 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Section 11, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party 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 Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Credit Party Guaranty and the other Credit Documents Section 11 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 11.13 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 14 11.13, or otherwise under this Section 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 11.13 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed payment in fullfull of all Loans and other Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 11.13 constitute, and this Section 14.11 11.13 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 Loan Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under this Credit Party Guaranty its Guarantee and the other Credit 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 the such Qualified ECP Guarantor’s obligations and undertakings under this Section 14 12.17 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a of the Borrower and each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation other Guarantor as may be needed by such Specified Loan Party Guarantor from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each the Borrower and the Qualified ECP Guarantor Guarantors under this Section 14.11 12.10 shall remain in full force and effect until the Guarantors’ Obligations have been indefeasibly paid and performed in full. Each The Borrower and the Qualified ECP Guarantor intends Guarantors intend this Section 14.11 12.10 to constitute, and this Section 14.11 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 Loan Party Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Note Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Note Documents, in each case, by any Specified Loan Note Party, 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 Loan Note Party with respect to such Swap Obligation Contract as may be needed by such Specified Loan Note Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit Note 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 14 Article 23 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 23.10 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 23.10 to constitute, and this Section 14.11 23.10 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 Loan Note Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Credit Party Guaranty and the other Credit Documents Article X 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 10.11 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 14 10.11, or otherwise under this Article X, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed payment in fullfull of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 10.11 constitute, and this Section 14.11 10.11 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 Loan Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party Debtor that is a Qualified ECP Guarantor at the time any Guarantee of the Credit Party Guaranty Obligations by any Debtor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit Documents, in each case, Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 such Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 28 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Debtor intends this Section 14.11 28 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Credit Party the Guaranty and the other Credit Collateral 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 4.8 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 14 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full and performed the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in fullaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 14.11 to 4.8 constitute, and this Section 14.11 4.8 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 Loan Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Borrowers hereby agree to cause each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Credit Party to honor all of its such Credit Party’s obligations under this Credit Party Guaranty its guaranty and the other Credit 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 1.19(e) 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 14 its guaranty, voidable under the Bankruptcy Code and other applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 1.19(e) shall remain in full force and effect until Payment in Full of the Obligations have been indefeasibly paid and performed in fullObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section 14.11 to 1.19(e) (and any corresponding provision of any applicable guaranty) constitute, and this Section 14.11 1.19(e) (and any corresponding provision of any applicable guaranty) 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 Loan Credit Party for all purposes of Section 1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Credit Party Guaranty and the other Credit Documents Article X 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 10.11 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 14 10.11, or otherwise under this Article X, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed payment in fullfull of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 10.11 constitute, and this Section 14.11 10.11 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 Loan Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange ActAct or any regulations promulgated thereunder.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents guarantee 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 15.14 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 14 15.14, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Keepwell Provider under this Section 14.11 15.14 shall remain in full force and effect until all of the Secured Obligations have been indefeasibly paid and performed in fullfull (or with respect to any outstanding Facility LCs, a cash deposit or Supporting Letter of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or the Secured Parties which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 14.11 to 15.14 constitute, and this Section 14.11 15.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for or the benefit of, of each Specified other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the a security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.20 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.20 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 10.20 to constitute, and this Section 14.11 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents 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 22 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 14 22 or otherwise under this Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 22 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fulla discharge of Guarantee Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 22 constitute, and this Section 14.11 22 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 other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “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 or grant of the relevant security interest becomes or would become 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 Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each caseGuaranty, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, Obligation hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.21 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.20 shall remain in full force and effect until the Obligations (other than contingent indemnity obligations for which no claim is pending) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. (a) Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 7.13 (Keepwell) 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 14 7.13 (Keepwell), or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 7.13 (Keepwell) shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full and performed in fullthe Revolving Commitments shall have terminated and all Letters of Credit shall have expired or have been cancelled or Cash Collateralized with at least 102% coverage. Each Qualified ECP Guarantor intends that this Section 14.11 to 7.13 (Keepwell) constitute, and this Section 14.11 7.13 (Keepwell) 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 other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee under Article II of the U.S. Collateral Agreement or Article II of the Canadian Collateral Agreement, as applicable, or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty the Guarantee and the other Credit 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 14 the Guarantee under Article II of the U.S. Collateral Agreement or Article II of the Canadian Collateral Agreement, as applicable, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); , provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded any Qualified ECP Guarantor that is a Foreign Subsidiary shall undertake only be obligated to provide such funds or other support, or support with respect to guarantee the Swap Obligations of, any U.S. Credit PartySpecified Loan Parties that are Foreign Subsidiaries. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 9.28 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 9.28 to constitute, and this Section 14.11 9.28 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, The U.S. Parent Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 Guarantorthe U.S. Parent Borrower’s obligations and undertakings under this Section 14 12.27 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding ) and without limitation of the foregoing, no Canadian Credit the U.S. Parent Borrower hereby absolutely, unconditionally and irrevocably guarantees the payment and performance by each Specified Loan Party or Excluded Subsidiary shall undertake of its obligations under the Loan Documents with respect to provide such funds or other support, or to guarantee the all Swap Obligations of, any U.S. Credit PartyObligations. The obligations and undertakings of each Qualified ECP Guarantor the U.S. Parent Borrower under this Section 14.11 12.27 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The U.S. Parent Borrower intends this Section 14.11 12.27 to constitute, and this Section 14.11 12.27 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party this Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 22 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 22 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 22 to constitute, and this Section 14.11 22 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. As used herein, the term "Specified Loan Party" means any Loan Party that is not an "eligible contract participant" under the Commodity Exchange Act (determined prior to giving effect to this Section 22 or any similar provision in any other Loan Document).

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article IX voidable under applicable Applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 9.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 9.11 to constitute, and this Section 14.11 9.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 10.11 to constitute, and this Section 14.11 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.. 113

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, this Agreement by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 122 Guarantor’s obligations and undertakings under this Section 14 11.09 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 11.09 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 11.09 to constitute, and this Section 14.11 11.09 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.. For purposes of this Section 11.09, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act. 123

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty guarantee hereunder or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan PartyGuarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Loan Party Guarantor from time to time to honor all of its obligations under this Credit Party Guaranty its guarantee and the other Credit 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 14 10.08 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 hereunder shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fullfull (other than contingent indemnification obligations hereunder for which no claim has been made). Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time the Credit Party this Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 22 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 22 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 22 to constitute, and this Section 14.11 22 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 22, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this paragraph 6 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 14 paragraph 6 or otherwise under this Guaranty Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 paragraph 6 shall remain in full force and effect until Full Satisfaction of the Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor intends that this Section 14.11 to paragraph 6 constitute, and this Section 14.11 paragraph 6 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 other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “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 or grant of the relevant security interest becomes or would become 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 Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Collateral Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 11.25 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 11.25 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Solely for purposes of the Commodity Exchange Act, each Qualified ECP Guarantor intends this Section 14.11 11.25 to constitute, and for such purposes this Section 14.11 11.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange ActParty.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty Agreement and the other Credit Loan Documents in respect of such Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section 2.07 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 14 2.07, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect with respect to such Qualified ECP Guarantor until the Obligations have been indefeasibly paid and performed termination of this Agreement or the release of such Guarantor in fullaccordance with Section 4.13. Each Qualified ECP Guarantor intends that this Section 14.11 to 2.07 constitute, and this Section 14.11 2.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrower intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Borrower that is a Qualified ECP Guarantor Guarantor, at the time the Credit Party Guaranty this Agreement or the grant of the security interest under the Credit Documents, in each case, Subsidiary Guaranty entered into by any Specified Loan Party, Party becomes effective with respect regard to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such any Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit Loan Documents (including the Subsidiary Guaranty) to which it is a party 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 14 10.20 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Borrower that is a Qualified ECP Guarantor under this Section 14.11 10.20 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends this Section 14.11 10.20 to constitute, and this Section 14.11 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to each Guarantor or Obligated Foreign Subsidiary that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor or such Obligated Foreign Subsidiary under this Credit Party Guaranty and the other Credit Documents Article X 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 10.11 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 14 10.11, or otherwise under this Article X, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed payment in fullfull of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 10.11 constitute, and this Section 14.11 10.11 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 Loan Party for all purposes of Guarantor and Obligated Foreign Subsidiary that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 the such Qualified ECP Guarantor’s obligations and undertakings under this Section 14 13.17 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty guarantee of or the grant of the security interest under the Credit Documentsby, in each case, by any Specified Loan PartyParty under any Loan Document, becomes or would become effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty its guarantee and the other Credit 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 14 SECTION 9.29 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 SECTION 9.29 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 SECTION 9.29 to constitute, and this Section 14.11 SECTION 9.29 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article X voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 10.11 to constitute, and this Section 14.11 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.14 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 14 7.14, or otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall 7.14 will remain in full force and effect until the Obligations have been indefeasibly paid in full and performed the Revolving Credit Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or have been cancelled or cash collateralized in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 14.11 to 7.14 constitute, and this Section 14.11 shall 7.14 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that Loan Party, if it is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby then jointly and severally, absolutelytogether with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by any Non-Qualifying Party to honor all of its such Non-Qualifying Party's obligations under this Credit Party Guaranty and the Agreement or any other Credit Documents Loan Document in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 12.23 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 14 12.23, or otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 14.11 12.23 shall remain in full force and effect until Payment In Full (or written release and discharge) of the Obligations have been indefeasibly paid and performed in fulltermination of this Agreement and the other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 14.11 to 12.23 constitute, and this Section 14.11 12.23 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 Loan Party other Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor The Administrative Borrower at the time the Credit Party any Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 GuarantorAdministrative Borrower’s obligations and undertakings under this Section 14 10.08 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor the Administrative Borrower under this Section 14.11 10.08 shall remain in full force and effect until the termination of the Aggregate Commitments, the payment in full of all Obligations have been indefeasibly paid and performed in fullthe expiration or termination of all Letters of Credit. Each Qualified ECP Guarantor The Administrative Borrower intends this Section 14.11 10.08 to constitute, and this Section 14.11 10.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, hereunder by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.12 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 10.12 to constitute, and this Section 14.11 10.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Credit Party Guaranty and the other Credit Documents Article X 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 10.11 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 14 10.11, or otherwise under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed payment in fullfull of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 10.11 constitute, and this Section 14.11 10.11 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 Loan Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Credit Party the Guaranty and the other Credit Collateral 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 4.8 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 14 Article 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in fullfull and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 14.11 to 4.8 constitute, and this Section 14.11 4.8 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 Loan Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Loan Party at the time the Credit Party guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of the a security interest under the Credit Documents, in each case, by any Specified Loan Partyto 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 Loan Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Loan Party Guarantor from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 GuarantorLoan Party’s obligations and undertakings under this Section 14 Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 14.11 22 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fullPayment In Full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 22 to constitute, and this Section 14.11 22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof, “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22).

Keepwell. Each Credit Party Borrower that is a Qualified ECP Guarantor ECP, at the time the Credit Party this Agreement or any Subsidiary Guaranty or the grant of the security interest under the Credit Documents, in each case, entered into by any Specified Loan Party, Party becomes effective with respect regard to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such any Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit Loan Documents (including the Subsidiary Guaranty) to which it is a party 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 14 10.21 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 14.11 10.21 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends this Section 14.11 10.21 to constitute, and this Section 14.11 10.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party each applicable Guaranty and the other Credit 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 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 14 7.02, or otherwise under such Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until a discharge or release of the Obligations have been indefeasibly 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 in full(iv) all guaranteed obligations under each other Guaranty. Each Qualified ECP Guarantor intends that this Section 14.11 to constitute7.02 constitutes, and this Section 14.11 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 other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Guaranty in this Article X by any Loan Party Guaranty that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit Documents, in each case, Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.08 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 10.08 to constitute, and this Section 14.11 10.08 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the of effectiveness of this Credit Party Facility Guaranty or the grant of the security interest under the Credit Documentshereunder, in each case, by any Specified Loan Party, becomes effective Party with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Facility Guaranty and the other Credit 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 14 Article voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee Guarantee of the obligations Obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.14 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 14 7.14, or otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall 7.14 will remain in full force and effect until the Obligations have been indefeasibly paid in full and performed the Revolving Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or have been cancelled or cash collateralized in fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 14.11 to 7.14 constitute, and this Section 14.11 shall 7.14 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other 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 14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Credit Party the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (but, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 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 14 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 4.8 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fullfull and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its obligations and undertakings under this Section 4 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 14.11 to 4.8 constitute, and this Section 14.11 4.8 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 Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.22 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty Guarantee or the grant of the security interest hereunder and under the Credit Documents, in each case, by any Specified Loan Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under this Credit Party Guaranty Guarantee and the other 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 14 15.11, or otherwise under this Agreement or any other Credit Document or under any agreement in respect of such Swap Obligation, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 15.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 15.11 to constitute, and this Section 14.11 15.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Borrower and each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation other Guarantor as may be needed by such Specified Loan Party Guarantor from time to time to honor all of its obligations under this Credit Party Guaranty Agreement and the other Credit Loan Documents to which it is a party with respect to Hedge Obligations that would, in respect the absence of such Swap Obligation the agreement in this Section 21, otherwise constitute Excluded Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Borrowers’ and such Qualified ECP Guarantor’s Guarantors’ obligations and undertakings under this Section 14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each the Borrowers and the Qualified ECP Guarantor Guarantors under this Section 14.11 21 shall remain in full force and effect until the Revolving Credit Obligations and the Term Loan Obligations have been indefeasibly paid and performed in full. Each The Borrowers and the Qualified ECP Guarantor intends Guarantors intend this Section 14.11 21 to constitute, and this Section 14.11 21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party Guarantor for all purposes of the Commodity Exchange Act.. Exh. C-12

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents guarantee 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 15.14 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 14 15.14, or otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Keepwell Provider under this Section 14.11 15.14 shall remain in full force and effect until all of the Secured Obligations have been indefeasibly paid and performed in fullfull (or with respect to any outstanding Facility LCs, a cash deposit or Supporting Letter of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or the Lenders which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 14.11 to 15.14 constitute, and this Section 14.11 15.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for or the benefit of, of each Specified other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each caseGuaranty, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, Obligation hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.20 shall remain in full force and effect until the Obligations (other than contingent indemnity obligations for which no claim is pending) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Section 11, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party 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 Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Credit Party Guaranty and the other Credit Documents Section 11 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 11.13 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 14 11.13, or otherwise under this Section 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 11.13 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed Payment in fullFull of all Loans and other Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 11.13 constitute, and this Section 14.11 11.13 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 Loan Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article 10, each Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party 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 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Credit Party Guaranty and the other Credit Documents Article 10 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 10.11 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 14 10.11, or otherwise under this Article 10, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until termination of the Obligations have been indefeasibly paid Commitments and performed payment in fullfull of all Loans and other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 10.11 constitute, and this Section 14.11 10.11 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 Loan Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. [Signature Pages Follow]

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 10.19 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrower intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Subsidiary Guaranty or the grant of the a security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Rate Management Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Rate Management Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Subsidiary Guaranty and the other Credit Loan Documents in respect of such Swap Rate Management 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 14 12.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 12.20 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 12.20 to constitute, and this Section 14.11 12.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in Ichor - Credit Agreement 151 full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Debtor that is a Qualified ECP Guarantor at the time any Guarantee of the Credit Party Guaranty Obligations by any Debtor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit Documents, in each case, Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 such Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 27 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Debtor intends this Section 14.11 27 to constitute, and this Section 14.11 27 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 Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that If any Guarantor it is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby then jointly and severally, absolutelytogether with each other Qualified ECP Loan Party, such Guarantor hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this the Credit Party Guaranty and the other Credit Documents Agreement or any Other Document in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Guarantor that is a Qualified ECP Loan Party shall only up to be liable under this Section 4 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 14 4, or otherwise under this Guaranty or any Other Document, voidable under applicable law Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Guarantor that is a Qualified ECP Guarantor Loan Party under this Section 14.11 4 shall remain in full force and effect until payment in full of the Obligations have been indefeasibly paid and performed in fulltermination of this Guaranty and the Other Documents. Each Guarantor that is a Qualified ECP Guarantor Loan Party intends that this Section 14.11 to 4 constitute, and this Section 14.11 4 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 Loan Party other Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan 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 other Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty Agreement and the other Credit Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in respect the absence of such the agreement in this Subsection 9.24, 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 such Qualified ECP Guarantor’s Guarantors’ obligations and undertakings under this Section 14 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations obligations, undertakings and undertakings guaranty of each the Qualified ECP Guarantor Guarantors under this Section 14.11 Subsection 9.24 shall remain in full force and effect until indefeasible payment in full in cash of the Obligations have and termination of all the Loan Commitments (other than contingent indemnity, expense reimbursement and tax gross-up payments for which no claim has been indefeasibly paid asserted). The Borrower and performed in full. Each the Qualified ECP Guarantor intends Guarantors intend this Section 14.11 Subsection 9.24 to constitute, and this Section 14.11 Subsection 9.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 10.11 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in fullfull and the Revolving Credit Commitments have been terminated. Each Qualified ECP Guarantor intends this Section 14.11 10.11 to constitute, and this Section 14.11 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Borrower that is a Qualified ECP Guarantor Borrower at the time the Credit Party Guaranty this Agreement or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Credit Party with respect to such Swap Obligation as may be needed by such Specified Loan Credit Party from time to time to honor all of its obligations under this Credit Party Guaranty Agreement and the other 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 14 14.24 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 14.11 14.24 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends this Section 14.11 14.24 to constitute, and this Section 14.11 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 Loan Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Credit Party of this Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act. As used herein, “Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section).

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or of the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, EXHIBIT 10 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other 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 14 4.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 to constitute, and this Section 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.”

Keepwell. Each Credit Party that Borrower and Guarantor, if it is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit DocumentsGuarantor, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, hereby absolutely, unconditionally and irrevocably (i) guaranties the prompt payment and performance of all obligations under any Hedging Agreements owing by each Non-Qualifying Party (it being understood and agreed that this guaranty is a guaranty of payment and not of collection), and (ii) undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this Credit Party Guaranty and the other Credit Documents Agreement or any Loan Document in respect of such Swap Obligation obligations under any Hedging Agreements (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 9.26 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 14 9.26, or otherwise under this Agreement or any other Loan Document, voidable under applicable law Requirements of Law, including applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 9.26 shall remain in full force and effect until payment in full of the Obligations have been indefeasibly paid (except Unasserted Contingent Obligations) and performed in fulltermination of this Agreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 14.11 to 9.26 constitute, and this Section 14.11 9.26 shall be deemed to constitute, a guarantee guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party other Borrower or Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Loan Party at the time the Credit Party guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of the a security interest under the Credit Documents, in each case, by any Specified Loan Partyto 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 Loan Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Loan Party Guarantor from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 GuarantorLoan Party’s obligations and undertakings under this Section 14 Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 14.11 21 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed Payment in fullFull. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 21 to constitute, and this Section 14.11 21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof, “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 21).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under this Credit Party Guaranty and the other Credit Documents 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 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 14 25, or otherwise under this Guarantee, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 shall remain in full force and effect until a discharge or termination of the Obligations have been indefeasibly paid and performed in fullObligations. Each Qualified ECP Guarantor intends that this Section 14.11 to 25 constitute, and this Section 14.11 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 Loan other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest 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 Credit Party Obligor that is a Qualified ECP Guarantor at the time the Credit Party Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party its Guaranty and the other Credit 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 14 14.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 14.20 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 14.11 14.20 to constitute, and this Section 14.11 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 Loan Party for all purposes of the Commodity Exchange Act.”

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Credit Party Facility Guaranty or the grant of the a security interest under the Credit Loan Documents, in each case, by any Specified Loan Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Credit Party Guaranty and the other Credit 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 14 the Facility Guaranty voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that notwithstanding the foregoing, no Canadian Credit Party or Excluded Subsidiary shall undertake to provide such funds or other support, or to guarantee the Swap Obligations of, any U.S. Credit Party. The obligations and undertakings of each Qualified ECP Guarantor under this Section 14.11 10.25 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 14.11 10.25 to constitute, and this Section 14.11 10.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.