Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, or otherwise under the Guaranty, 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2511.11, or otherwise under the Guarantythis Guarantee, as it relates to such Loan Party, voidable under applicable Requirements of 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 9.25 11.11 shall remain in full force and effect until the guarantees in respect of Swap all Commitments hereunder have terminated, and all Loans or other Obligations under each Secured Rate Contract hereunder which are accrued and payable have been discharged, paid or otherwise released or terminated in accordance with the terms of this Agreementsatisfied. Each Qualified ECP Guarantor intends that this Section 9.25 11.11 constitute, and this Section 9.25 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of all Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2521, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 21 shall remain in full force and effect until the guarantees in respect of Swap all Guaranteed Obligations under each Secured Rate Contract shall have been dischargedfully and finally performed and indefeasibly paid in full in cash (other than Unliquidated Obligations) and the Commitments and all Facility LCs shall have terminated or expired or, or otherwise released or terminated in accordance with the case of all Facility LCs, are fully collateralized on terms of this Agreementreasonably acceptable to the Administrative Agent. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.21

Keepwell. Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.26, or otherwise under the GuarantyGuaranty 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 9.25 9.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 9.26 constitute, and this Section 9.25 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor that is party hereto 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 any other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 9.25 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2518, or otherwise under the this Guaranty, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Subject to the provisions of Section 21, the obligations of each such Qualified ECP Guarantor under this Section 9.25 18 shall remain in full force and effect until a discharge of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementGuaranteed Obligations. Each such Qualified ECP Guarantor intends that this Section 9.25 18 constitute, and this Section 9.25 18 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Unless the Borrower and Agent otherwise agree in writing, each Qualified ECP Guarantor 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 Credit Party to honor all of its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, or otherwise under the GuarantyGuaranty 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time by each other Credit Party to honor all of its obligations under the Guaranty Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section 9.25, or otherwise under the Guaranty, 5.12 voidable under any applicable Requirements of Law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the guarantees in respect Full Payment of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementall Obligations. Each Qualified ECP Guarantor Obligor intends that this Section 9.25 to constitute, and this Section 9.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor that is a U.S. Loan 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 Credit Loan Party to honor all of its obligations under the this U.S. Guaranty in respect of a Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 9.25 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.13 or otherwise under the Guaranty, this U.S. Guaranty voidable under applicable Requirements of 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 such Qualified ECP Guarantor under this Section 9.25 10.13 shall remain in full force and effect until the guarantees in respect termination of all Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each such Qualified ECP Guarantor intends that this Section 9.25 10.13 constitute, and this Section 9.25 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.258.10, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 8.10 shall remain in full force and effect until this Agreement is terminated, all Obligations are paid in full (other than contingent obligations for which no claim has been made) and all of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.25 8.10 constitute, and this Section 9.25 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Document, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Qualified ECP Guarantor 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 Credit Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Agreement and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.8 or otherwise under the Guaranty, this 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 9.25 10.8 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 10.8 constitute, and this Section 9.25 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the Guaranty guarantee contained herein in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2512.10, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 12.10 shall remain in full force and effect until the guarantees discharge of the Secured Obligations in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 12.10 constitute, and this Section 9.25 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that is not a Qualified ECP Guarantor to honor all of its obligations under the this Guaranty Agreement in respect of any Swap Obligations under any Secured Rate Contract Obligation that would otherwise be an Excluded Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 34 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2534, or otherwise under the Guarantythis Guaranty Agreement, voidable under applicable Requirements of 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 9.25 34 shall remain in full force and effect until the guarantees payment in respect full and discharge of Swap the Obligations guaranteed under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Guaranty Agreement Each Qualified ECP Guarantor intends that this Section 9.25 34 constitute, and this Section 9.25 34 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.19, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of Law Legal Requirement relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the guarantees termination of all Commitments and payment in respect full of Swap all Obligations under each Secured Rate Contract (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementmade). Each Qualified ECP Guarantor intends that this Section 9.25 9.19 constitute, and this Section 9.25 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Subject to Section 2.5, Each Qualified ECP Guarantor hereby hereby, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.255.13, or otherwise under the GuarantyGuarantee under Section 5.10 of this Agreement, as it relates to such Loan Party, voidable under applicable Requirements of 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 9.25 5.13 shall remain in full force and effect until a Full Payment of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 9.25 5.13 constitute, and this Section 9.25 5.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time by each other Credit Party to honor all of its obligations under the Guaranty Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section 9.25, or otherwise under the Guaranty, 5.11 voidable under any applicable Requirements of Law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the guarantees in respect Full Payment of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementall Obligations. Each Qualified ECP Guarantor Obligor intends that this Section 9.25 to constitute, and this Section 9.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject to Section 2.16(b), each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the Guaranty this Guarantee in respect of Swap Obligations under any Secured Rate Contract that would otherwise constitute Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.254.08, or otherwise under the Guarantythis Guarantee, voidable under applicable Requirements of 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 9.25 4.08 shall remain in full force and effect until the guarantees in respect termination of Swap Obligations under each Secured Rate Contract have been dischargedthe Commitments and the repayment, satisfaction or otherwise released or terminated in accordance with the terms discharge of this Agreementall other Obligations. Each Qualified ECP Guarantor intends that this Section 9.25 4.08 constitute, and this Section 9.25 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder and under the Facility Guaranty to honor all of its obligations hereunder and under the Facility Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510.26, or otherwise hereunder and under the Facility Guaranty, voidable under applicable Requirements of 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 9.25 10.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, or otherwise released or terminated paid in accordance with full (subject to the terms of this Agreementguarantee reinstatement provisions set forth in the Facility Guaranty). Each Qualified ECP Guarantor intends that this Section 9.25 10.26 constitute, and this Section 9.25 10.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject in all respects to Section 1.6 of this Agreement, each Obligor that is a Qualified ECP Guarantor 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 such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under its Guaranty and the Guaranty other Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for up to 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 9.25, or otherwise under the Guaranty, 7.1.17 voidable under applicable Requirements of 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 9.25 7.1.17 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 7.1.17 to constitute, and this Section 9.25 7.1.17 shall be deemed to constitute, constitute a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty this Article 9 in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.12, or otherwise under the Guarantythis Article 9, voidable under applicable Requirements of 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 9.25 9.12 shall remain in full force and effect until the guarantees in respect of Swap all Guaranteed Obligations under each Secured Rate Contract (other than contingent indemnification obligations) have been discharged, paid in full and all Commitments have been terminated or otherwise released or such Qualified ECP Guarantor’s Guaranty of the Guaranteed Obligations has been terminated in accordance with the terms of this AgreementSection 9.1(d). Each Qualified ECP Guarantor intends that this Section 9.25 9.12 constitute, and this Section 9.25 9.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Guarantee in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 9.25 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510.13, or otherwise under the Guarantythis Guarantee, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 9.25 10.13 shall remain in full force and effect until the guarantees payment in respect full of Swap the Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with and the terms release of this such Qualified Keepwell Provider from its obligations hereunder pursuant to Section 9.02 of the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.25 10.13 constitute, and this Section 9.25 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Non-ECP Guarantor to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 30 for the maximum amount of such liability that can be hereby incurred with respect to such Swap Obligations, and otherwise subject to the limitations on the obligations of Guarantors contained in this Agreement, without rendering its obligations under this Section 9.2530, or otherwise under the Guaranty, this Agreement voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this This Section 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 30 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non-ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Non-ECP Guarantor to honor all of its obligations under the this Loan Guaranty in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 3.20 for the maximum amount of such liability that can be hereby incurred incurred, and otherwise subject to the limitations on the obligations of Guarantors contained in this Loan Guaranty, without rendering its obligations under this Section 9.253.20, or otherwise under the this Loan Guaranty, 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 This Section 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 3.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non-ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty Facility Guarantee or as a Borrower other than the Lead Borrower in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 SECTION 9.27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25SECTION 9.27, or otherwise under the GuarantyFacility Guarantee or the Credit Agreement in respect of the Other Liabilities, 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 9.25 shall remain in full force and effect until payment in full of the guarantees in respect Obligations and termination of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementCommitments. Each Qualified ECP Guarantor intends that this Section 9.25 SECTION 9.27 constitute, and this Section 9.25 SECTION 9.27 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party to honor all of its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract Hedging Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 12.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2512.28, or otherwise under the GuarantyGuaranty 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 9.25 12.28 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract Hedging Agreement have been discharged, or otherwise released or terminated in accordance with the terms of this Loan Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 12.28 constitute, and this Section 9.25 12.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 any other Credit Loan Party hereunder and under any applicable Guaranty to honor all of its obligations hereunder and under the any applicable Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 17.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2517.20, or otherwise hereunder and under the any applicable Guaranty, voidable under applicable Requirements of 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 9.25 17.20 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, or otherwise released or terminated paid in accordance with full (subject to the terms of this Agreementguarantee reinstatement provisions set forth in any applicable Guaranty). Each Qualified ECP Guarantor intends that this Section 9.25 17.20 constitute, and this Section 9.25 17.20 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty Guarantee Agreement in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 9.25 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.18, or otherwise under the GuarantyGuarantee Agreement, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 9.25 9.18 shall remain in full force and effect until termination of the guarantees aggregate Commitments and payment in respect full of all Loan Document Obligations (other than contingent obligations not yet due, Secured Cash Management Obligations and Secured Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.25 9.18 constitute, and this Section 9.25 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor (other than any Excluded Swap Guarantor; such non-excluded Guarantors, the “Qualified ECP Guarantor Guarantors”) 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 Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 10 shall remain in full force and effect until payment in full of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms and termination of this AgreementAgreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 10 constitute, and this Section 9.25 10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct (7 U.S.C. § 1 et seq.).

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party to honor all of its obligations under this Guaranty or Article X of the Guaranty Credit Agreement, as applicable, in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 25 or otherwise under the Guaranty, this Guaranty voidable under applicable Requirements of 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 9.25 25 shall remain in full force and effect until the guarantees in respect a discharge of Swap such Qualified ECP Guarantor’s Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 25 constitute, and this Section 9.25 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 2.07 or otherwise under the Guaranty, this Agreement voidable under applicable Requirements of 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 9.25 2.07 shall remain in full force and effect until the guarantees indefeasible payment in respect full in cash of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with all the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 9.25 2.07 constitute, and this Section 9.25 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Agreement and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.8 or otherwise under the Guaranty, this 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 9.25 10.8 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 10.8 constitute, and this Section 9.25 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guaranty and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.8 or otherwise under the Guaranty, this Guaranty voidable under applicable Requirements of 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 9.25 18 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 18 constitute, and this Section 9.25 18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Guarantor, 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 of the other Credit Party Loan Parties to honor all of its such Loan Party’s obligations under this European Guarantee and the Guaranty other Loan Documents in respect of Secured Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2525, or otherwise under this European Guarantee or the Guarantyother Loan Documents, voidable under applicable Requirements of Law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 25 shall remain in full force and effect until the guarantees Termination Date, in respect of Swap Obligations under each Secured Rate Contract have been dischargedcase, or otherwise released or terminated in accordance with and subject to the terms limitations set forth in Section 9.05 of this the Credit Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 25 constitute, and this Section 9.25 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under this Agreement and the Guaranty other Loan Documents in respect of CEA Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.16, or otherwise under the Guarantythis Agreement or any other Loan Document, voidable under applicable Requirements of 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 9.25 9.16 shall remain in full force and effect until the guarantees termination of all Commitments and payment in respect full of Swap all Obligations under each Secured Rate Contract (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementmade). Each Qualified ECP Guarantor intends that this Section 9.25 9.16 constitute, and this Section 9.25 9.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, or otherwise under the GuarantyGuaranty 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (Obligations; provided, however, that (i) the foregoing undertaking shall not be effective at any time and for so long as such Guarantor does not qualify as a Qualified ECP Guarantor and (ii) each Qualified ECP Guarantor shall only be liable under this Section 9.25 3.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.253.13, or otherwise under the this Guaranty, as it relates to each other Guarantor, voidable under any applicable Requirements of Law relating to fraudulent conveyance or fraudulent transferFraudulent Transfer Law, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 3.13 constitute, and this Section 9.25 3.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Non-ECP Guarantor to honor all of its obligations under the this ABL Guaranty in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 3.19 for the maximum amount of such liability that can be hereby incurred incurred, and otherwise subject to the limitations on the obligations of Loan Guarantors contained in this ABL Guaranty, without rendering its obligations under this Section 9.253.19, or otherwise under the this ABL Guaranty, 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 This Section 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 3.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non-ECP 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 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 Credit Loan Party that is a Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Specified Derivatives Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2532, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 32 shall remain in full force and effect until the guarantees in respect termination of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated this Guaranty in accordance with the terms of this AgreementSection 21 hereof. Each Qualified ECP Guarantor intends that this Section 9.25 32 constitute, and this Section 9.25 32 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty its guarantee under this Section 2 in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.252.8, or otherwise under the GuarantySection 2, voidable under applicable Requirements of 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 9.25 2.8 shall remain in full force and effect until the guarantees Borrower Obligations and the Obligations of each Subsidiary Guarantor under the guarantee contained in respect of Swap Obligations under each Secured Rate Contract this Section 2 shall have been dischargedsatisfied by payment in full, or otherwise released or terminated in accordance with no Letter of Credit shall be outstanding and the terms of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 9.25 2.8 constitute, and this Section 9.25 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Subsidiary Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 2.07 or otherwise under the Guaranty, this Agreement voidable under applicable Requirements of 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 9.25 2.07 shall remain in full force and effect until the guarantees payment in respect full in cash of Swap Obligations under each all the Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 9.25 2.07 constitute, and this Section 9.25 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guaranty and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 18 or otherwise under the Guaranty, this Guaranty voidable under applicable Requirements of 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 9.25 18 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 18 constitute, and this Section 9.25 18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of Secured Swap Obligations under any Secured Rate Contract (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 27 or otherwise under the Guaranty, this Guaranty voidable under applicable Requirements of 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 9.25 27 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated Paid in accordance with the terms of this AgreementFull. Each Qualified ECP Guarantor intends that this Section 9.25 27 constitute, and this Section 9.25 27 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Guarantor, to the extent constituting a Qualified ECP Guarantor Guarantor, hereby jointly and severally continually, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Obligor to honor all of its obligations under the Guaranty Guarantee Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each the Guarantor, to the extent constituting a Qualified ECP Guarantor Guarantor, shall only be liable under this Section 9.25 16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2516, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 16 shall remain in full force and effect until the guarantees in respect Full Payment of Swap all Obligations and termination of all commitments under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Credit Agreement. Each The Guarantor, to the extent constituting a Qualified ECP Guarantor Guarantor, intends that this Section 9.25 16 constitute, and this Section 9.25 16 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Non ECP Guarantor to honor all of its obligations under the this ABL Guaranty in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 3.19 for the maximum amount of such liability that can be hereby incurred incurred, and otherwise subject to the limitations on the obligations of Loan Guarantors contained in this ABL Guaranty, without rendering its obligations under this Section 9.253.19, or otherwise under the this ABL Guaranty, 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 This Section 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 3.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non ECP 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 hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.19, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap the Loans and all other Obligations under each Secured Rate Contract have been dischargedthat are accrued and payable and the termination of the Commitments and the expiration, cancellation, termination or otherwise released or terminated cash collateralization of any Letters of Credit in accordance with the terms of this Agreementhereof. Each Qualified ECP Guarantor intends that this Section 9.25 9.19 constitute, and this Section 9.25 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25Section, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated discharged in accordance with the terms of this AgreementSection 13.3. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Agreement and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.8 or otherwise under the Guaranty, this 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 9.25 10.8 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 10.8 constitute, and this Section 9.25 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its Guarantee obligations under the Guaranty this Article 11 in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2511.10, or otherwise its Guarantee obligations under the Guarantythis Article 11, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations such Qualified ECP Guarantor’s obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementArticle 11 terminate pursuant to Section 11.8. Each Qualified ECP Guarantor intends that this Section 9.25 11.10 constitute, and this Section 9.25 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [the remainder of this page has been intentionally left blank] 1821445.29\C072091\0303228

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the Guaranty Guaranteed Obligations in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510.08, or otherwise under in respect of the GuarantyGuaranteed Obligations, as it relates to such other Guarantor, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until a discharge of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 9.25 10.08 constitute, and this Section 9.25 10.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Guarantor, 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 of the other Credit Party Loan Parties to honor all of its such Loan Party’s obligations under this Agreement and the Guaranty other Loan Documents in respect of Secured Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2527, or otherwise under this Agreement or the Guarantyother Loan Documents, voidable under applicable Requirements of Law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 27 shall remain in full force and effect until the guarantees Termination Date, in respect of Swap Obligations under each Secured Rate Contract have been dischargedcase, or otherwise released or terminated in accordance with and subject to the terms limitations set forth in Section 9.05 of this the Credit Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 27 constitute, and this Section 9.25 27 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrowers hereby agree to cause each Qualified ECP Guarantor hereby to jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its such Credit Party’s obligations under its guaranty and the Guaranty Security Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 9.25 1.19(e) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its obligations under this Section 9.25, or otherwise under the Guarantyguaranty, voidable under the Bankruptcy Code and other applicable Requirements of Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.25 1.19(e) shall remain in full force and effect until Payment in Full of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section 9.25 1.19(e) (and any corresponding provision of any applicable guaranty) constitute, and this Section 9.25 1.19(e) (and any corresponding provision of any applicable guaranty) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.07, or otherwise under the this Guaranty, as it relates to such other Guarantor, voidable under applicable Requirements of 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 9.25 9.07 shall remain in full force and effect until all of the guarantees in respect of Swap Loan Document Obligations under each Secured Rate Contract (other than any contingent indemnity or expense reimbursement obligations) have been discharged, or otherwise released or terminated satisfied in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 9.07 constitute, and this Section 9.25 9.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Obligor to honor honour all of its obligations under the Guaranty its Guarantee in respect of Swap Secured Obligations under any Secured Rate Contract incurred pursuant to a Risk Management Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 11.1(v) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2511.1(v), or otherwise under the Guaranty, its Guarantee voidable under applicable Requirements of 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 9.25 11.1(v) shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated discharged in accordance with the terms provisions of this Agreementits Guarantee, as applicable. Each Qualified ECP Guarantor intends that this Section 9.25 11.1(v) constitute, and this Section 9.25 11.1(v) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under this Guaranty or Article X of the Guaranty Credit Agreement, as applicable, in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 24 or otherwise under the Guaranty, this Guaranty voidable under applicable Requirements of 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 9.25 24 shall remain in full force and effect until the guarantees in respect a discharge of Swap such Qualified ECP Guarantor’s Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 24 constitute, and this Section 9.25 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the Guaranty this Guarantee in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 23 or otherwise under the Guaranty, this Guarantee voidable under applicable Requirements of 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 9.25 23 shall remain in full force and effect until the guarantees in respect of Swap Guarantied Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid in full in accordance with the terms of this AgreementSection 9. Each Qualified ECP Guarantor intends that this Section 9.25 23 constitute, and this Section 9.25 23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Credit Party to honor all of its such Specified Credit Party’s obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 4.8 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 9.25, or otherwise under the Guaranty4, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.25 4.8 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, indefeasibly paid in full and the Commitments have expired or otherwise released or terminated in accordance with the terms of this Agreementterminated. Each Qualified ECP Guarantor intends that this Section 9.25 4.8 constitute, and this Section 9.25 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally andseverally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as supportas may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty thisAgreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only shallonly be liable under this Section 9.25 9.19 for the maximum amount of such liability that can be hereby incurred herebyincurred without rendering its obligations under this Section 9.259.19, or otherwise under the Guaranty, this Agreement,voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater anygreater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 9.19 shall remain in remainin full force and effect until the guarantees in respect satisfaction and discharge of Swap Obligations under all Guaranteed Obligations. The Borrowerand each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 9.19 constitute, and this Section 9.25 shall be 9.19 shallbe deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party the Borrower andeach Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActExchangeAct.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Loan Guarantor to honor all of its obligations under the this Loan Guaranty in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.13 or otherwise under the Guaranty, this Loan Guaranty voidable under applicable Requirements of 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 9.25 10.13 shall remain in full force and effect until the guarantees in respect a discharge of Swap Obligations such Qualified ECP Guarantor’s obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated this Loan Guaranty in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 10.13 constitute, and this Section 9.25 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Loan Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Secured Obligations under any Secured Rate Contract Specified Swap Agreements (providedprovided that, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 2.8 or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 2.8 shall remain in full force and effect until the guarantees in respect of Swap Secured Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated paid in accordance with the terms of this Agreementfull in cash and all Commitments have terminated. Each Qualified ECP Guarantor intends that this Section 9.25 2.8 constitute, and this Section 9.25 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510.23, or otherwise under the GuarantyGuaranty 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 9.25 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 10.23 constitute, and this Section 9.25 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the Guaranty this Guarantee in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.10 or otherwise under the Guaranty, this Guarantee voidable under applicable Requirements of 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 9.25 10.10 shall remain in full force and effect until the guarantees in respect a discharge of Swap such Qualified ECP Guarantor’s Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 10.10 constitute, and this Section 9.25 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510.21, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 10.21 shall remain in full force and effect until the guarantees termination of the Revolving Loan Commitments and the payment in respect full of Swap the Obligations under each Secured Rate Contract have (other than contingent indemnification obligations to the extent no claim giving rise thereto has been discharged, or otherwise released or terminated in accordance with the terms of this Agreementasserted). Each Qualified ECP Guarantor intends that this Section 9.25 10.21 constitute, and this Section 9.25 10.21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the this Subsidiary Guaranty in respect of Swap Obligations under any Secured Rate Contract (providedprovided that, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 2.08 or otherwise under the this Subsidiary Guaranty, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The amount).The obligations of each Qualified ECP Guarantor under this Section 9.25 2.08 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated paid in accordance with the terms of this Agreementfull in cash and all Commitments have terminated. Each Qualified ECP Guarantor intends that this Section 9.25 2.08 constitute, and this Section 9.25 2.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The MLP and the Borrower shall, and shall cause each of their Subsidiaries that is a Qualified ECP Guarantor hereby jointly and severally absolutelyto, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each other Credit any Loan Party to honor all of its obligations under the Guaranty Obligations in respect of Swap Obligations under any Secured Rate Contract (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, or otherwise under the Guaranty, 10.20 voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the MLP, the Borrower and each Qualified ECP Guarantor under this Section 9.25 10.20 shall remain in full force and effect until this Agreement is terminated. The MLP, the guarantees in respect of Swap Obligations under Borrower and each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends intend that this Section 9.25 10.20 shall constitute, and this Section 9.25 10.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Agreement and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.8 or otherwise under the Guaranty, this 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 9.25 10.8 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 10.8 constitute, and this Section 9.25 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this guarantee and any security interest granted under the Guaranty U.S. Pledge and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.254.08, or otherwise under the Guarantythis guarantee, voidable under applicable Requirements of 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 9.25 4.08 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 4.08 constitute, and this Section 9.25 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 any other Credit Party Guarantor to honor all of its such Guarantor’s obligations under the Guaranty this Obligations Guarantee or any other Credit Document in respect of Swap Obligations under any Secured Rate Contract (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 9.25 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.257.10, or otherwise under the Guarantythis Obligations Guarantee, as it relates to such Guarantor, voidable under applicable Requirements of Law law relating to fraudulent conveyance transfer or fraudulent transferconveyance, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 7.10 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, or otherwise released or terminated indefeasibly paid in accordance with full and the terms of this AgreementCommitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 9.25 7.10 constitute, and this Section 9.25 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 9.25 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.257.14, or otherwise under the this Guaranty, 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 9.25 shall 7.14 will remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been dischargedpaid in full and the Revolving Credit Commitments will have terminated, and all Loans or otherwise released other Obligations hereunder which are accrued and payable have been paid or terminated satisfied and all Letters of Credit will have expired (without any pending drawing) or have been cancelled or Cash Collateralized in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 7.14 constitute, and this Section 9.25 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject to the provisions of Section 10.29, each Loan Party that is a Qualified ECP Guarantor at the time its Guarantee or the grant of a security interest under the Loan Documents becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under the Guaranty Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for up to 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 9.25, or otherwise under the Guaranty, Article X voidable under applicable Requirements of 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 9.25 10.31 shall remain in full force and effect until the guarantees Payment in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementFull. Each Qualified ECP Guarantor Loan Party intends that this Section 9.25 10.31 to constitute, and this Section 9.25 10.31 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.253.8, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 3.8 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been dischargedpaid in full, the Commitments have been terminated and the Letters of Credit shall have terminated, expired or otherwise released or terminated in accordance with the terms of this Agreementbeen Collateralized. Each Qualified ECP Guarantor intends that this Section 9.25 3.8 constitute, and this Section 9.25 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor hereunder to honor all of its obligations under the Guaranty this Guarantee in respect of Swap Obligations under any Secured Rate Contract Contracts (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2516, or otherwise under the Guarantythis Guarantee, as it relates to such Guarantor, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract shall have been discharged, or otherwise released or terminated indefeasibly paid in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 16 constitute, and this Section 9.25 16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.252.09 , or otherwise under the Guarantythis Agreement, as it relates to such other Guarantor, voidable under applicable Requirements of 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 9.25 2.09 shall remain in full force and effect with respect to such Qualified ECP Guarantor until the guarantees in respect termination of Swap Obligations under each Secured Rate Contract have been discharged, this Agreement or otherwise released or terminated the release of such Guarantor in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 2.09 constitute, and this Section 9.25 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (c) The following text shall be inserted as a new Section 2.10 to the Guarantee and Collateral Agreement:

Keepwell. Each The Borrower shall, and shall cause each Qualified ECP Guarantor hereby to, jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other credit support (the form of which shall be in the sole discretion of the Borrower) as may be needed from time to time by each other Credit Party Guarantor to honor guaranty all of its obligations under the Guaranty Direct Secured Obligations in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 such guaranty for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25such guaranty, or otherwise under the GuarantyFinance Documents, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Qualified ECP Guarantor under this Section 9.25 provision and the other Finance Documents shall remain in full force and effect until payment in full of the guarantees in respect of Swap Direct Secured Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms provisions of this Agreementagreement. Each Qualified ECP Guarantor intends that this This Section 9.25 constitute15.12 constitutes, and this Section 9.25 15.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act...

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guaranty and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 13.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2513.10, or otherwise under the Guarantythis Agreement or any other Loan Document, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 12.18, the obligations of each Qualified ECP Guarantor under this Section 9.25 13.10 shall remain in full force and effect until the guarantees Payment in respect Full of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 9.25 13.10 constitute, and this Section 9.25 13.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes of this Section, “

Keepwell. Each To the extent that any Guarantor is a Qualified ECP Guarantor, such Guarantor hereby jointly and severally with each other Qualified ECP Guarantor, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the Borrower and each other Credit Party Guarantor to honor all of its obligations under the Guaranty guarantees they have provided in favour of the Agent and the other Beneficiaries in respect of ECP Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP such Guarantor shall only be liable under this Section 9.25 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.255, or otherwise under the Guarantythis Guarantee, voidable under applicable Requirements of 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 9.25 5 shall remain in full force and effect until the guarantees in respect of Swap all Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated paid in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 5 constitute, and this Section 9.25 5 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of the Borrower and each other Credit Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty this Article 9 in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.12, or otherwise under the Guarantythis Article 9, voidable under applicable Requirements of 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 9.25 9.12 shall remain in full force and effect until the guarantees in respect of Swap all Guaranteed Obligations under each Secured Rate Contract (other than contingent indemnification obligations) have been discharged, paid in full and all Commitments have been terminated or otherwise released or such Qualified ECP Guarantor's Guaranty of the Guaranteed Obligations has been terminated in accordance with the terms of this AgreementSection 9.1(d). Each Qualified ECP Guarantor intends that this Section 9.25 9.12 constitute, and this Section 9.25 9.12 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that (i) each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.19, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (ii) no Qualified ECP Guarantor described in clause (d) or (f) of the definition of Excluded Subsidiary shall be required to provide funds or other support in respect of any Swap Obligations of a US Borrower). The obligations of each Qualified ECP Guarantor under this Section 9.25 9.19 shall remain in full force and effect until the guarantees in respect Discharge of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 9.25 9.19 constitute, and this Section 9.25 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party that is a Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Specified Derivatives Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 31 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2531, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 31 shall remain in full force and effect until the guarantees in respect termination of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated this Guaranty in accordance with the terms of this AgreementSection 21 hereof. Each Qualified ECP Guarantor intends that this Section 9.25 31 constitute, and this Section 9.25 31 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party to honor all of its obligations under the Loan Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 12.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2512.22, or otherwise under the Loan Guaranty, voidable under applicable Requirements of 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 9.25 12.22 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract Hedge Agreement have been discharged, discharged or otherwise released or terminated in accordance with the terms of this Agreement and the Guaranty Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 12.22 constitute, and this Section 9.25 12.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the Guaranty this Guarantee in respect of a Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.16 or otherwise under the Guaranty, this Loan Guaranty voidable under applicable Requirements of 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 9.25 10.16 shall remain in full force and effect until the guarantees in respect termination of all Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 9.25 10.16 constitute, and this Section 9.25 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding the foregoing, no European Guarantor or Canadian Guarantor shall guarantee or otherwise be liable for Swap Obligations of a U.S. Loan Party.

Keepwell. Each Qualified ECP Guarantor 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 Credit Loan Party to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2520, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees payment in respect full of Swap all Guaranteed Obligations and all other amounts payable under each Secured Rate Contract have been dischargedthe Loan Documents, or otherwise released or terminated in accordance with the terms termination of this Agreementall Letter of Credit Obligations, and the termination of all the Commitments. Each Qualified ECP Guarantor intends that this Section 9.25 20 constitute, and this Section 9.25 20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the Guaranty guaranty given hereby in respect of the Swap Obligations under any Secured Rate Contract (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.254.08, or otherwise under the Guarantyguaranty given hereby, 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 9.25 4.08 shall remain in full force and effect until the guarantees termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted, (ii) Obligations described in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, clauses (b) and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II(c) of the Commodity Exchange Act.definition thereof and (iii) any 130 1010279941v18

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Guarantor to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 28 or otherwise under the Guaranty, this Agreement voidable under applicable Requirements of 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 9.25 28 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with discharged pursuant to Section 14 of the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 28 constitute, and this Section 9.25 28 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.257.12, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap all Obligations under each Secured Rate Contract (except inchoate obligations for which no claim has been made) have been discharged, paid in full and the Revolving Commitments have been terminated and all Letters of Credit have expired or otherwise released or terminated in accordance with the terms of this Agreementbeen cancelled. Each Qualified ECP Guarantor intends that this Section 9.25 7.12 constitute, and this Section 9.25 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.257.13, or otherwise under the this Guaranty, voidable under applicable Requirements of 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 9.25 7.13 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released have been cancelled or terminated in accordance Cash Collateralized with the terms of this Agreementat least 102% coverage. Each Qualified ECP Guarantor intends that this Section 9.25 7.13 constitute, and this Section 9.25 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Guaranty and the Guaranty other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, or otherwise under the Guaranty, this Agreement voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until all of the guarantees in respect Guaranteed Obligations and all the obligations of Swap Obligations under each Secured Rate Contract the Guarantors shall have been discharged, or otherwise released or terminated paid in accordance with full in cash and the terms of this AgreementCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Grantor to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.16, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 9.16 shall remain in full force and effect until all amounts owing to the guarantees Secured Parties on account of the Borrower Obligations are irrevocably and indefeasibly paid in respect full in cash, no Letter of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with Credit shall be outstanding and all of the terms of this AgreementCommitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.25 9.16 constitute, and this Section 9.25 9.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the this Guaranty Agreement in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2532, or otherwise under the Guarantythis Guaranty Agreement, voidable under applicable Requirements of Law law relating to fraudulent GUARANTY AGREEMENT (US), Page 10 conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 32 shall remain in full force and effect until the guarantees payment in respect full and discharge of Swap the Obligations guaranteed under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Guaranty Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 32 constitute, and this Section 9.25 32 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined in Section 11) 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 Credit Party Guarantor to honor all of its obligations under the Guaranty this Guarantee in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 23 or otherwise under the Guaranty, this Guarantee voidable under applicable Requirements of 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 9.25 23 shall remain in full force and effect until payment in full of all Liabilities and other amounts payable under this Guaranty and until the guarantees Facility Documents are no longer in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementeffect. Each Qualified ECP Guarantor intends that this Section 9.25 23 constitute, and this Section 9.25 23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty its Guarantee under this Section 2 in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.252.7, or otherwise under the GuarantySection 2, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees guarantee contained in respect of Swap Obligations under each Secured Rate Contract this Section 2 shall have been dischargedsatisfied by payment in full, no Letter of Credit shall be outstanding (which has not been backstopped or otherwise released or terminated in accordance with Cash Collateralized) and the terms of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 9.25 2.7 constitute, and this Section 9.25 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit applicable Loan Party to honor all of its obligations under this Guaranty or Article IX of the Guaranty Credit Agreement, as applicable, in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 24 or otherwise under the Guaranty, this Guaranty voidable under applicable Requirements of 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 9.25 24 shall remain in full force and effect until the guarantees in respect a discharge of Swap such Qualified ECP Guarantor’s Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 24 constitute, and this Section 9.25 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.10

Keepwell. Each Qualified ECP Guarantor Keepwell Provider 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 Credit Party the Borrower or any U.S. Guarantor to honor all of its obligations under the this Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 9.25 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2523, or otherwise under the this Guaranty, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 9.25 23 shall remain in full force and effect until all of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementIndebtedness is Paid In Full In Cash. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.25 23 constitute, and this Section 9.25 23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party the Borrower or any U.S. Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty Agreement in respect of Swap Obligations under any Secured Rate Contract Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 12.39 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2512.39, or otherwise under the GuarantyGuaranty 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 9.25 12.39 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 12.39 constitute, and this Section 9.25 12.39 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 8.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.258.14, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 8.14 shall remain in full force and effect until this Agreement is terminated, all Obligations are paid in full (other than contingent obligations for which no claim has been made) and all of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.25 8.14 constitute, and this Section 9.25 8.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Obligated Party that is a Qualified ECP Guarantor (as defined below) at the time this Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Obligated 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 Obligated Party with respect to such Swap Obligation as may be needed by such Specified Obligated Party from time to time by each other Credit Party to honor all of its obligations under this Guaranty and the Guaranty other Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for up to 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 9.25, or otherwise under the Guaranty, 25 voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transferFraudulent Transfer Law, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.25 25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 9.25 25 to constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.25 [BG Staffing] Guaranty #68549144_v3

Keepwell. Each Qualified ECP Guarantor 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 Credit Party to honor all of its obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 6.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.256.25, or otherwise under the GuarantyGuaranty 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 9.25 6.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 6.25 constitute, and this Section 9.25 6.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guaranty and the Guaranty other Credit Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2510.10, or otherwise under the Guarantythis Article X, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 10.10 shall remain in full force and effect until all of the guarantees in respect Guaranteed Obligations and all the obligations of Swap Obligations under each Secured Rate Contract the Guarantors shall have been discharged, or otherwise released or terminated paid in accordance with full in cash and the terms of this AgreementCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.25 10.10 constitute, and this Section 9.25 10.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Loan Guarantor to honor all of its obligations under the this Loan Guaranty in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, 10.14 or otherwise under the Guaranty, this Loan Guaranty voidable under applicable Requirements of 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 9.25 10.14 shall remain in full force and effect until the guarantees in respect a discharge of Swap Obligations such Qualified ECP Guarantor’s obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated this Loan Guaranty in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 9.25 10.14 constitute, and this Section 9.25 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Loan Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of its obligations under the Guaranty this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2522, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementGuarantee Termination Date. Each Qualified ECP Guarantor intends that this Section 9.25 22 constitute, and this Section 9.25 22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature pages follow] 13 Exhibit 10.1

Keepwell. Each Qualified ECP Guarantor 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 Credit Party Grantor to honor all of its obligations under the Guaranty this Agreement in respect of Swap Hedging Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 9.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.259.20, or otherwise under the Guarantythis Agreement, voidable under applicable Requirements of 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 9.25 9.20 shall remain in full force and effect until all amounts owing to the guarantees Secured Persons on account of the Obligations are irrevocably and indefeasibly paid in respect full in cash, no Letter of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with Credit shall be outstanding and all of the terms of this AgreementCommitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.25 9.20 constitute, and this Section 9.25 9.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations hereunder or under the Guaranty Security Documents in respect of Swap Obligations under any Secured Rate Contract (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 14.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.2514.9, or otherwise hereunder or under the GuarantySecurity Documents, voidable under applicable Requirements requirements of 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 9.25 14.9 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 9.25 14.9 constitute, and this Section 9.25 14.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Lender for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.