Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 12.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 12.24, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 12.24 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 12.24 constitute, and this Section 12.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Secured 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 5.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.21, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.21 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 5.21 constitute, and this Section 5.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.26, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 9.26 constitute, and this Section 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.13 shall remain in full force and effect until the Payment in Full of the Obligations (other than contingent indemnification obligations that survive and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.13 constitute, and this Section 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) 's obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 9.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 9.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 9.1.10 constitute, and this Section 9.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.13 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.13 constitute, and this Section 8.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Guarantees in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 10.09, or otherwise under this Agreement or any other the Guarantees, as it relates to such Loan DocumentParty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination a Discharge of this Agreement) have been paid in full and the Commitments have expired or terminatedGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.09 constitute, and this Section 10.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iiSection1a(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 Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 11.07, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.07 shall remain in full force and effect until payment in full (or written release and discharge) of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.07 constitute, and this Section 11.07 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each non-Qualified ECP Loan 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 as may be needed from time to time by each other Loan Party in order for such Loan Party to honor all of such its guaranty obligations under this Agreement, or other Loan Party’s (a) Documents, in each case, in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations of a Loan Party (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.1.10 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.1.10 [Keepwell], or otherwise under this Agreement or any Loan Document, as it relates to such other Loan DocumentParties, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.1.10 [Keepwell] shall remain in full force and effect until performance in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each The Qualified ECP Guarantor intends Loan Parties intend that this Section constitute7.1.10 [Keepwell] constitutes, and this Section 7.1.10 [Keepwell] shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 14, or otherwise under this Agreement or any other Guaranty, as it relates to such Loan DocumentParty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Guaranty in full and the Commitments have expired or terminatedaccordance with Section 13. Each Qualified ECP Guarantor intends that this Section 14 constitute, and this Section 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(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 Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 12.25, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 12.25 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 12.25 constitute, and this Section 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.13 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Payment in Full of the Obligations, the termination of the Commitments and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.13 constitute, and this Section 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.13 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.13 constitute, and this Section 8.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.10 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.10 constitute, and this Section 8.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.18 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.18 constitute, and this Section 8.1.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party at the time the Guaranty or the grant of the security interest under the 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 by each other Loan Party to honor all of such its obligations under this Agreement and the other Loan Party’s (a) Documents in respect of such Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations Obligation (provided, however, that each 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 its such Qualified ECP Guarantor’s obligations under this SectionSection 2.07, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect with respect to such Qualified ECP Guarantor until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Agreement or the release of such Guarantor in full and the Commitments have expired or terminatedaccordance with Section 4.13. Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) 's obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.12, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.12 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Payment in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor Loan Party intends that this Section 6.12 constitute, and this Section 6.12 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.10, or otherwise under this Agreement or any other Agreement, as it relates to such Specified Loan DocumentParty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the payment in full in cash of the Secured Obligations (other than (i) contingent indemnification obligations that survive for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under Other Secured Agreements to the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedextent not currently due). Each Qualified ECP Guarantor intends that this Section 7.10 constitute, and this Section 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.11, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Payment in Full of the Obligations, the termination of the Commitments and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.11 constitute, and this Section 6.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.14 constitute, and this Section 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.9 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.9 constitute, and this Section 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.11, 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). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.11 constitute, and this Section 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 12.25, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 12.25 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 12.25 constitute, and this Section 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA .

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 12.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 12.23, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 12.23 shall remain in full force and effect until Payment In Full (or written release and discharge) of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 12.23 constitute, and this Section 12.23 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably (a) guarantees the prompt payment and performance of all obligations under Swap Contracts 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) Document in respect of obligations under its Guaranty including those with respect to Swap Obligations Contracts (provided, however, provided however that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 11.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid payment in full and discharge of the Commitments have expired or terminatedGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.13 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.13 constitute, and this Section 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Payment in Full of the Obligations, the termination of the Commitments and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.13 constitute, and this Section 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA. 6.14.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10 [Keepwell], or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 [Keepwell] shall remain in full force and effect until Payment in Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 [Keepwell] constitute, and this Section 8.1.10 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party at the time the 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 such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article IV voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Termination Date or the termination of this Agreement) date such Qualified ECP Guarantor shall have been paid released from its guarantee in full and the Commitments have expired or terminatedaccordance with Section 10.10. Each Qualified ECP Guarantor intends that this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each The Guarantor and each other Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, jointly and severally absolutelyseverally, hereby absolutely unconditionally and irrevocably 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non Qualifying Party’s (a) Swap Obligations and (b) obligations under its this Guaranty including those with or any Loan Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section Paragraph 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionParagraph 24, or otherwise under this Agreement Guaranty or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section Paragraph 24 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Guaranty and the Commitments have expired or terminatedLoan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section Paragraph 24 constitute, and this Section Paragraph 24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.11, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.11 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.11 constitute, and this Section 6.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, each Borrower 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (subject to the limitations on its Guarantee under its Subsidiary Guaranty and provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.14, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.14 constitute, and this Section 8.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.11, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.11 shall remain in full force and effect for so long as this Agreement shall remain in effect and until the Obligations Commitments have been terminated and the principal of and premium, if any, and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document (including all of the Guaranteed Obligations) shall have been paid in full (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedobligations). Each Qualified ECP Guarantor Loan Party intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Payment in Full of the Obligations, the termination of the Commitments and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.14 constitute, and this Section 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.26, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 8.26 constitute, and this Section 8.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall Loan Party will only be liable under this Section 4.29 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 4.29, 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). The obligations of each Qualified ECP Guarantor Loan Party under this Section shall 4.29 will remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 4.29 constitute, and this Section shall be 4.29 is deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until payment in full in cash of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.14 constitute, and this Section 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 10.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 10.19 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 10.19 constitute, and this Section 10.17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Secured Hedging 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to Swap of Secured Hedging Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.11, 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). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all CEA 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of CEA Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.10, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.10 constitute, and this Section 6.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, each Borrower 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.18 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.18 constitute, and this Section 8.1.18 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.12, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.12 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Payment in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.12 constitute, and this Section 8.1.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.12 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.12 [Keepwell], or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.12 [Keepwell] shall remain in full force and effect until Payment in Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.12 [Keepwell] constitute, and this Section 8.1.12 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party (defined below), jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 20, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 20 shall remain in full force and effect until the earlier of (a) all of the Obligations (excluding contingent obligations as to which no claim has been made) and all other than contingent indemnification obligations that survive the termination of amounts payable under this Agreement) Agreement shall have been paid in full and the all Commitments have terminated or expired or terminatedbeen cancelled, and (b) the release or termination of the guarantee by such Qualified ECP Loan Party pursuant to Section 17 hereof. Each Qualified ECP Guarantor Loan Party intends that this Section 20 constitute, and this Section 20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.. “Qualified ECP Loan Party” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the Payment in Full and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until the Payment in Full of the Obligations (other than contingent indemnification obligations that survive and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedTermination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 6.14 constitute, and this Section 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, each 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, each Borrower 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, [PHI Group] Revolving Credit, Term Loan and Security Agreement voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.14, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.14 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.14 constitute, and this Section 8.1.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 9.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.08, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 9.08 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been paid in full in cash (other than contingent indemnification obligations that survive the termination of this Agreement(including costs and expenses related thereto) have not then payable for which no claim has been paid in full and the Commitments have expired or terminatedasserted). Each Qualified ECP Guarantor Loan Party intends that this Section 9.08 constitute, and this Section 9.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid payment in full and of the Commitments have expired or terminatedObligations. Each Qualified ECP Guarantor Loan Party intends that this Section 6.14 constitute, and this Section 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.9 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.9 constitute, and this Section 8.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutelyseverally, subject to Section 10.18 (if applicable), (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.1.13, 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). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.1.13 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 7.1.13 constitute, and this Section 7.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.11, 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). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.11 constitute, and this Section 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Guarantor, then jointly and severally absolutelyseverally, together with each other Qualified ECP 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.13 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedeach other Loan Document. Each Qualified ECP Guarantor intends that this Section 5.13 constitute, and this Section 5.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan NonQualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.13, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.13 shall remain in full force and effect until the Payment in Full of the Obligations (other than contingent indemnification obligations that survive and the termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.13 constitute, and this Section 6.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. (a) Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.9 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.9 constitute, and this Section 8.1.9 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Credit Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Credit 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) 's obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations Obligations; (provided, however, that each Qualified ECP Guarantor Credit Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Credit Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Obligated Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Obligated 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Obligated Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Obligated Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Obligated Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, as applicable, Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.19 shall remain in full force and effect until Payment in Full of the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedObligations. Each Qualified ECP Guarantor Loan Party intends that this Section 6.19 constitute, and this Section 6.19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.15, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.15 constitute, and this Section 6.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.14, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.14 shall remain in full force and effect until payment in full in cash of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.14 constitute, and this Section 6.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its this Guaranty including those with in respect to of Swap Obligations Contracts (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 14, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 14 shall remain in full force and effect until all of the Guaranteed Obligations (and all other than contingent indemnification obligations that survive the termination of amounts payable under this Agreement) Guaranty shall have been paid in full and the all Commitments have terminated or expired or terminatedbeen cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 14 constitute, and this Section 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.” (iii) All references to Section 14 and Section 15 of the Guaranty shall be deemed references to Section 15 and Section 16 of the Guaranty, respectively (unless the context otherwise requires).

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Credit 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 Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article X voidable under applicable Applicable Law relating to SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 130 fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.06 shall remain in full force and effect until the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Credit Party intends that this Section 10.06 to constitute, and this Section 10.06 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.1.9 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 7.1.9 constitute, and this Section 7.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Secured 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 5.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.21, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.21 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 5.21 constitute, and this Section 5.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such NonQualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.11, 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). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.11 constitute, and this Section 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Guarantee in respect to of a Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 10.13 or otherwise under this Agreement or any other Loan Document, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedall Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act. [Signature Page FollowsPages Intentionally Omitted] CREDIT AGREEMENT (as it may be amended, restated, supplemented or modified from time to time, this “Agreement”), dated as of September 26, 2023, among NERDWALLET, INC., a Delaware corporation, as the Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent. The parties hereto agree as follows:

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non- Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 11.07, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.07 shall remain in full force and effect until payment in full 143 (or written release and discharge) of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.07 constitute, and this Section 11.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (i) 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 (ii) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Payment in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a DMFIRM #404836892 v17 87 “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non­ Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum maximU111 amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan DocumentDocU111ent, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan. Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(l8(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under the Credit Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law Law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.18 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.18 constitute, and this Section 8.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.13, or otherwise under this Agreement or any other Loan NAI-1540997189v1 Document, voidable under applicable Law, including applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.13 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.13 constitute, and this Section 8.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a "“keepwell, support, or other agreement"” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.9 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.9 constitute, and this Section 8.1.9 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II)) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non‑Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.13, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.13 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.13 constitute, and this Section 8.1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.12, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.12 constitute, and this Section 8.1.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedFacility Termination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 8.11 constitute, and this Section 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) 's obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.19 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.19 constitute, and this Section 6.19 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) 's obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.12, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.12 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Payment in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor Loan Party intends that this Section 6.12 constitute, and this Section 6.12 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange Act.CEA. 4886‐4763‐4628><v2>< 4033.197>

Keepwell. Each If a Loan Party is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, such Loan Party hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Hedge Liabilities 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s Document in respect of Hedge Liabilities (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (providedprovided that, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 13.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 13.8, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to Law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 13.8 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 13.8 constitute, and this Section 13.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such NonQualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.1.10, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.10 constitute, and this Section 8.1.10 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 8.1.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 8.1.12 or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.12 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 8.1.12 constitute, and this Section 8.1.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.09 , or otherwise under this Agreement or any Agreement, as it relates to such other Loan DocumentGuarantor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.09 shall remain in full force and effect with respect to such Qualified ECP Guarantor until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement or the release of such Guarantor in accordance with the terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 2.09 constitute, and this Section 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.” (c) The following text shall be inserted as a new Section 2.10 to the Guarantee and Collateral Agreement:

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.1.9, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.1.9 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 7.1.9 constitute, and this Section 7.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.1a(18(A)(v)(II)

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally severally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 5.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.15, or otherwise under this Agreement or any other Loan Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.15 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 5.15 constitute, and this Section 5.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party jointly and severally absolutely, (together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party's obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.18, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.18 shall remain in full force and effect until Payment in Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.18 constitute, and this Section 6.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.CEA. ​

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non-Qualifying Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.9, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.9 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.9 constitute, and this Section 6.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each If it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together 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 as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such other Loan Non‑Qualifying Party’s (a) Swap Obligations and (b) 's obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.19, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.19 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.19 constitute, and this Section 6.19 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.