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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Obligations under Specified Swap Agreements (provided that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsdischarged in accordance with Section 11.3. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Credit Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 4.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 4.9, or otherwise under this Credit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsCredit Party Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 2.8 4.9 constitute, and this Section 2.8 4.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified any Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this Agreementguarantee, voidable under applicable 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 2.8 shall remain in full force and effect until the Discharge a discharge of Guarantor Obligations. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each The Borrower, to the extent it is a Qualified ECP Guarantor 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 Loan Party to honor all of its obligations under this Agreement Article IX in respect of Secured Obligations under Specified Swap Designated Hedge Agreements (provided thatprovided, each Qualified ECP Guarantor however, that the Borrower shall only be liable under this Section 2.8 9.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.08, or otherwise under this AgreementArticle IX, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower under this Section 2.8 9.08 shall remain in full force and effect until payment in full of all of the Discharge Obligations and the termination of Obligationsthe Commitments hereunder. Each Qualified ECP Guarantor The Borrower intends that this Section 2.8 9.08 constitute, and this Section 2.8 9.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.10, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 2.8 9.10 constitute, and this Section 2.8 9.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Credit Party to honor all of its obligations under this guarantee and any security interest granted under the U.S. Security Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 4.08, or otherwise under this Agreementguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 4.08 shall remain in full force and effect until the Discharge of ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 2.8 4.08 constitute, and this Section 2.8 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 Article XI for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Article XI, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsthis Agreement has been terminated pursuant to Section 10.16(a). Each Qualified ECP Guarantor intends that this Section 2.8 Article XI constitute, and this Section 2.8 Article XI shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.10, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge a discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.10 constitute, and this Section 2.8 9.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Obligations under Specified Swap Agreements (provided that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other 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 Loan Credit Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 8.10, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 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 Discharge of ObligationsLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 2.8 8.10 constitute, and this Section 2.8 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Agreementthe Guaranty provided hereby, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsdischarged in accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement Guaranty or the other Loan Documents in respect of Secured Related Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this AgreementGuaranty or the other Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge termination of Obligationsthis Guaranty. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.09, or otherwise under this AgreementGuaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the a Discharge of Secured Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.09 constitute, and this Section 2.8 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 5, or otherwise under this AgreementGuaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 5 shall remain in full force and effect until the Final Discharge of ObligationsDate. Each Qualified ECP Guarantor intends that this Section 2.8 5 constitute, and this Section 2.8 5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party Borrower to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Hedge Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.15(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.15(j), or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.15(j) constitute, and this Section 2.8 2.15(j) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Obligations under Specified Swap Agreements Contracts (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 4.08, or otherwise under this AgreementGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until such time as the Discharge of ObligationsObligations have been Fully Satisfied. Each Qualified ECP Guarantor intends that this Section 2.8 4.08 constitute, and this Section 2.8 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 to each other Loan Party as may be needed by each such other Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 Article II for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Article II, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until a Payment in Full of the Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.08 constitute, and this Section 2.8 2.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party Grantor to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2(j), or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2(j) constitute, and this Section 2.8 2(j) shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan 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 Loan Party Obligor to honor honour all of its obligations under this Agreement the Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Agreementthe Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 and under the Guarantee shall remain in full force and effect until discharged in accordance with this Agreement and the Discharge of ObligationsGuarantee . Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan 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 unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Agreement Section 2 in respect of Secured Obligations under Specified any Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this AgreementSection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until a discharge of the Discharge of Guarantor Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan 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 Loan Party to honor all of its obligations under this Agreement the Facility Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided provided, that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.28, or otherwise under this Agreementthe Facility Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.28 constitute, and this Section 2.8 10.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this AgreementSection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge discharge of ObligationsObligations hereunder. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided provided, that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.24, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.24 constitute, and this Section 2.8 10.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. (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 Loan Credit Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsthis Agreement has been terminated pursuant to Section 2.1(d). Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (if any) hereby jointly and severally absolutelyseverally, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Obligations under Specified Swap Hedge Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.25, or otherwise under this Agreementthe other Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 10.25 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.25 constitute, and this Section 2.8 10.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party Grantor to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 7.12, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 Article VII shall remain in full force and effect until the Discharge payment in full of all Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute7.12 constitutes, and this Section 2.8 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement in respect of Secured all Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.14.2 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.14.2, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsPayment in Full has occurred. Each Qualified ECP Guarantor intends that this Section 2.8 2.14.2 constitute, and this Section 2.8 2.14.2 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.24, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.24 constitute, and this Section 2.8 10.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Guaranty Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Guaranty Agreement, voidable under applicable law 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 2.8 shall remain in full force and effect until the Discharge of Obligationsdischarged in accordance with Section 12.3. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Obligations under Specified Swap Agreements (Obligations; provided that, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 8.5 or otherwise under this Agreement, Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 10.13 shall remain in full force and effect until the Discharge a discharge of Obligationsits Guarantee hereunder. Each Qualified ECP Guarantor intends that this Section 2.8 10.13 constitute, and this Section 2.8 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party loan party to honor all of its obligations under this Agreement guaranty instrument in respect of Secured Obligations under Specified a Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 3.4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 3.4 or otherwise under this Agreement, guaranty voidable under applicable 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 2.8 3.4 shall remain in full force and effect until the Discharge termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 3.4 constitute, and this Section 2.8 3.4 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party 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 Loan Party loan party to honor all of its obligations under this Agreement guaranty instrument in respect of Secured Obligations under Specified a Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 3.4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 3.4 or otherwise under this Agreement, Guaranty voidable under applicable 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 2.8 3.4 shall remain in full force and effect until the Discharge termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 3.4 constitute, and this Section 2.8 3.4 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party 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 Loan Party to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified any Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.07, or otherwise under this Agreementguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.07 shall remain in full force and effect until the Discharge of ObligationsPayment in Full has occurred. Each Qualified ECP Guarantor intends that this Section 2.8 2.07 constitute, and this Section 2.8 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other 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 Loan Party Guarantor to honor all of its obligations under this Agreement its Guaranty in respect of Secured Obligations under Specified Swap Agreements (provided thatObligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 12.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 12.7, or otherwise under this Agreementits Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, transfer (and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsObligations have been paid and performed in full (other than unasserted contingent indemnification liabilities). Each Qualified ECP Guarantor intends that this Section 2.8 to constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Loan Documents in respect of Secured CEA Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Agreementany Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge occurrence of ObligationsPayment in Full. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 5.13, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until Payment in Full of the Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 5.13 constitute, and this Section 2.8 5.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 14, or otherwise under this Agreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 14 constitute, and this Section 2.8 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thathowever, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.07, or otherwise under this Agreement, as it relates to such Specified Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.07 shall remain in full force and effect until the Discharge of ObligationsTermination Conditions have been satisfied. Each Qualified ECP Guarantor intends that this Section 2.8 2.07 constitute, and this Section 2.8 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party Obligor to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.23, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until Full Satisfaction of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.23 constitute, and this Section 2.8 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party obligor 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 Loan Party Guarantor to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified Swap Agreements any Hedging Obligation (provided thatprovided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 2(h) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Agreementguarantee, voidable under applicable law Requirements of 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 2.8 2(h) shall remain in full force and effect until the Discharge of Obligationsthis Guaranty is terminated in accordance with Section 5(e). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 2(h) constitute, and this Section 2.8 2(h) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Obligations under Specified Swap Agreements Contracts (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 4.08, or otherwise under this AgreementGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until such time as the Discharge of ObligationsObligations have been Fully Satisfied. Each Qualified ECP Guarantor intends that this Section 2.8 4.08 constitute, and this Section 2.8 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement the Guarantee in respect of Secured Obligations under Specified Swap Agreements Contracts (provided provided, that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.28, or otherwise under this Agreementthe Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until Payment in Full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.28 constitute, and this Section 2.8 10.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Affiliate Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this Agreementthe Affiliate Guaranty provided hereby, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsdischarged in accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.7 or otherwise under this Agreement, guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 8.08 shall remain in full force and effect until the Discharge termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.7 constitute, and this Section 2.8 9.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Obligations under Specified Swap Agreements (provided that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsSecured Obligations have been paid in full in cash and all Commitments have terminated. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each other Loan Party as may be needed by each such other Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 Agreement for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Agreement, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until a Payment in Full of the Discharge of Secured Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 5.17 constitute, and this Section 2.8 5.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.18, or otherwise under this Agreementthe Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.18 constitute, and this Section 2.8 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Section 2 in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.7, or otherwise under this Agreement, voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsthis Agreement is terminated in accordance with Section 8.15. Each Qualified ECP Guarantor intends that this Section 2.8 2.7 constitute, and this Section 2.8 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Loan Documents in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.17 or otherwise under this Agreement, the Loan Documents voidable under applicable law 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 2.8 9.17 shall remain in full force and effect until the Discharge a discharge of Obligationsits Secured Obligations hereunder. Each Qualified ECP Guarantor intends that this Section 2.8 9.17 constitute, and this Section 2.8 9.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.11, or otherwise under this Agreement, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the a Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.11 constitute, and this Section 2.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Obligations under Specified Swap Agreements (provided that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.24, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.24 constitute, and this Section 2.8 10.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.09, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.09 shall remain in full force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”Guaranteed Obligations (other than contingent indemnification obligations in respect of which no claim for payment has been made or no notice for indemnification has

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 Loan Credit Party to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 5.3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 5.3, or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations (other than Excluded Swap Obligations). Each Qualified ECP Guarantor intends that this Section 2.8 5.3 constitute, and this Section 2.8 5.3 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement Section 2 in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2, or otherwise under this AgreementSection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 2.8 2 constitute, and this Section 2.8 2 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party Grantor to honor all of its obligations Obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2(j), or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2(j) constitute, and this Section 2.8 2(j) shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Grantor 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 Loan Credit Party to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified Swap Agreements any 4823-9888-3206v7 7 Rate Management and Currency Protection Obligation (provided thatprovided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this Agreementguarantee, voidable under applicable 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 2.8 shall remain in full force and effect until the Discharge earlier of Obligations(i) Security Termination and (ii) such Qualified Keepwell Provider’s release herefrom in accordance with Section 8.3. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 4823-9888-3206v7 8 SECTION 3.”

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this the Guaranty and Security Agreement in respect of Secured Hedge Obligations under Specified Swap Agreements (provided provided, that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 17.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 17.15, or otherwise under this each Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 17.15 constitute, and this Section 2.8 17.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement each Loan Document in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 8.16, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until all of the Discharge of ObligationsObligations have been fully and finally paid. Each Qualified ECP Guarantor intends that this Section 2.8 8.16 constitute, and this Section 2.8 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Credit Party to honor all of its obligations under this Agreement the Guaranty in respect of Secured Hedging Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.07, or otherwise under this Agreementthe Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.07 shall remain in full force and effect until a discharge of the Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.07 constitute, and this Section 2.8 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party loan party to honor all of its obligations under this Agreement guaranty instrument in respect of Secured Obligations under Specified a Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 3.4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 3.4 or otherwise under this Agreement, Guaranty voidable under applicable 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 2.8 3.4 shall remain in full force and effect until the Discharge termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 3.4 constitute, and this Section 2.8 3.4 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party 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 Loan Credit Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 8.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 8.14, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 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 Discharge of ObligationsLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 2.8 8.14 constitute, and this Section 2.8 8.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement the Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.18, or otherwise under this Agreementthe Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until Payment in Full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.18 constitute, and this Section 2.8 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 7.13, or otherwise under this AgreementGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until all of the Discharge of ObligationsGuaranteed Obligations shall have been paid in full. Each Qualified ECP Guarantor intends that this Section 2.8 7.13 constitute, and this Section 2.8 7.13 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)II) of the Commodity Exchange Act.”

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 Loan Party to honor all of its obligations under this Agreement Section 2 in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.7, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsthis Agreement is terminated in accordance with Section 8.15. Each Qualified ECP Guarantor intends that this Section 2.8 2.7 constitute, and this Section 2.8 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”)

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified any Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.7, or otherwise under this Agreementguarantee, voidable under applicable 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 2.8 2.7 shall remain in full force and effect until payment in full or termination of the Discharge of Obligations. .Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 2.7 constitute, and this Section 2.8 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other 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 Loan Credit Party to honor all of its obligations under this Guarantee and Collateral Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.02 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.02, or otherwise under this Guarantee and Collateral Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.02 shall remain in full force and effect until the Discharge of ObligationsSecurity Termination has occurred. Each Qualified ECP Guarantor intends that this Section 2.8 2.02 constitute, and this Section 2.8 2.02 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.11, or otherwise under this AgreementGuaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.11 constitute, and this Section 2.8 2.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified any Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.07, or otherwise under this Agreementguarantee, voidable under applicable 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 2.8 2.07 shall remain in full force and effect until the Discharge of ObligationsPayment in Full. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 2.07 constitute, and this Section 2.8 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor The Parent hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Agreement any Derivative Contract with any Lender Derivative Party or any Guaranty in respect of Secured Obligations any obligations or other liabilities under Specified Swap Agreements a Derivative Contract with any Lender Derivative Party (provided thatprovided, each Qualified ECP Guarantor however, that the Parent shall only be liable under this Section 2.8 7.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 7.17 or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Obligor under this Section 2.8 7.17 shall remain in full force and effect until the Discharge of ObligationsSecurity Termination Date. Each Qualified ECP Guarantor The Parent intends that this Section 2.8 7.17 constitute, and this Section 2.8 7.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other 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 Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.24, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.24 constitute, and this Section 2.8 10.24 shall be deemed to constitute, a “keepwell, supportsupport , or 152 other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”. 153

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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.07, or otherwise under this AgreementGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge termination of Obligationsthis Agreement in accordance with Section 4.13(a). Each Qualified ECP Guarantor intends that this Section 2.8 2.07 constitute, and this Section 2.8 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.18, or otherwise under this Agreementthe Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until paymentPayment in fullFull of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.18 constitute, and this Section 2.8 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Financing Agreements in respect of Secured Swap Obligations under Specified Swap Agreements (provided provided, that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 13.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 13.14, or otherwise under this any Financing Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 13.14 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute13.14 constitutes, and this Section 2.8 13.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 Section, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsdischarged in accordance with Section 11.3. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”. 116

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 Loan Party to honor all of its obligations under this Agreement guarantee in respect of Secured Obligations under Specified any Swap Agreements Obligation (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this Agreementguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsPaid in Full Date. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan 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 Loan Party to honor all of its obligations under this Agreement each Loan Document in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 8.16, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until all of the Discharge of ObligationsObligations have been fully and finally paid. Each Qualified ECP Guarantor intends that this Section 2.8 8.16 constitute, and this Section 2.8 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other 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 Loan Party to honor all of its such other Loan Party’s obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.13, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 10.13 shall remain in full force and effect until the Discharge a discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.13 constitute, and this Section 2.8 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.19, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 9.19 shall remain in full force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.19 constitute, and this Section 2.8 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Credit Party to honor all of its obligations under this Agreement the Guaranty in respect of Secured Hedging Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.07, or otherwise under this Agreementthe Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.07 shall remain in full force and effect until a discharge of the Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.07 constitute, and this Section 2.8 2.07 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan 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 Loan Party to honor all of its obligations under this Agreement Section 2 in respect of Secured Obligations under Specified Swap Agreements (provided that, each Qualified ECP Guarantor shall only be liable under this Section 2.8 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.9 or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2.9 shall remain in full force and effect until the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2.9 constitute, and this Section 2.8 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.24, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.24 constitute, and this Section 2.8 10.24 shall be deemed to constitute, a “keepwell, supportsupport , or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this AgreementGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of Obligationsall Secured Obligations are discharged. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 5.3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 5.3, or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations (other than Excluded Swap Obligations). Each Qualified ECP Guarantor intends that this Section 2.8 5.3 constitute, and this Section 2.8 5.3 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Credit Party to honor all of its obligations under this Credit Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 4.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 4.9, or otherwise under this Credit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsCredit Party Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 2.8 4.9 constitute, and this Section 2.8 4.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for 64 the benefit of each other Loan 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 Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 10.25, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 10.25 constitute, and this Section 2.8 10.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.24, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute9.24 constitutes, and this Section 2.8 9.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 9.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 9.10, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge a discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 9.10 constitute, and this Section 2.8 9.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”. ARTICLE X

Keepwell. Each Qualified ECP Guarantor Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Obligations under Specified Swap Agreements Hedging Liability (provided thatprovided, however, that each Qualified ECP Guarantor Party shall only be liable under this Section 2.8 11.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 11.07, or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Party under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Guaranteed Obligations and the Obligations. Each Qualified ECP Guarantor Party intends that this Section 2.8 11.07 constitute, and this Section 2.8 11.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan 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 Loan Party Grantor to guaranty and otherwise honor all of its obligations under this Agreement Obligations in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 2(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2(j), or otherwise under this Agreementthe Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 2(j) shall remain in full force and effect until payment in full of the Discharge of Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 2(j) constitute, and this Section 2.8 2(j) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Grantor 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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 6.27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 6.27, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 6.27 shall remain in full force and effect until the Discharge of ObligationsRelease Date. Each Qualified ECP Guarantor intends that this Section 2.8 6.27 constitute, and this Section 2.8 6.27 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement Section7.01 in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 Section7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 7.11, or otherwise under this AgreementSection 7.01, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 Section7.11 shall remain in full force and effect until the Discharge a discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 7.11 constitute, and this Section 2.8 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party Guarantor to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 6.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 6.20, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge payment in full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 6.20 constitute, and this Section 2.8 6.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement the Facility Guaranty in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 18.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 18.15, or otherwise under this Agreementthe Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until payment in full of the Discharge of Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 18.15 constitute, and this Section 2.8 18.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”. 157

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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 26, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge termination thereof pursuant to Section 13 of Obligationsthis Agreement. Each Qualified Qualifed ECP Guarantor intends that this Section 2.8 26 constitute, and this Section 2.8 26 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each 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 Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 2.8, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. SECTION 3.”

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 Loan Party to honor all of its obligations under this Agreement Guarantee in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 5.14, or otherwise under this AgreementGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the Discharge of ObligationsGuaranteed Obligations have been paid in full in cash. Each Qualified ECP Guarantor intends that this Section 2.8 5.14 constitute, and this Section 2.8 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its obligations under this Agreement any guaranty or security agreement in respect of Secured Swap Obligations under Specified Swap Agreements (provided thatprovided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8 19, or otherwise under this Loan Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 19 shall remain in full force and effect until the Discharge of Obligationsthis Loan Agreement has been terminated. Each Qualified ECP Guarantor intends that this Section 2.8 19 constitute, and this Section 2.8 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”