Common use of Keepwell Clause in Contracts

Keepwell. The Borrower and each other Loan Party, to the extent constituting a 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 the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each Borrower and each other Loan Party, to the extent constituting a 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 the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each Borrower and each other Loan Party, to the extent constituting a 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 the guaranty contained in the any Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this his Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each Borrower and each other at the time the Guaranty by any Specified Loan Party, Party becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 6.15 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 6.15 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Borrower intends that this Section shall 6.15 to constitute, and this Section 6.15 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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

Keepwell. The Borrower and each other Loan Party, to the extent constituting Each Credit Party that is a Qualified ECP GuarantorParty at the time that this Agreement becomes effective with respect to any Hedging Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of its obligations under this Agreement and the guaranty contained in the Guaranty and Security Agreement made by it other Loan Documents in respect of Swap Hedging Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 9.06(f) voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of Obligations (or Foreign Obligations, as applicable) consisting of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.11, or otherwise under this Agreement or any other Loan DocumentGuaranty, 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 4.11 shall remain in full force and effect at all times hereafter until the Obligations circumstances described in Section 11.20(b) shall have been Paid in Fulloccurred. Each Qualified ECP Guarantor intends that this Section shall 4.11 constitute, and this Section 4.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Hedge Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 14.10(a), or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14.10(a) shall remain in full force and effect at all times hereafter until the guarantees in respect of Hedge Obligations under each Secured Hedge Agreement have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section shall 14.10(a) constitute, and this Section 14.10(a) 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. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under this Agreement and the guaranty contained other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the Guaranty and Security Agreement made by it absence of the agreement in respect of this Section 11.16, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantors’ obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations obligations, undertakings and guaranty of each the Qualified ECP Guarantor Guarantors under this Section 11.16 shall remain in full force and effect at all times hereafter until Payment In Full of the Obligations have been Paid in Fulland termination of all the Commitments. Each The Borrower and the Qualified ECP Guarantor intends that Guarantors intend this Section shall 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Contributing 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 Contributing Party to honor all of its obligations under the guaranty contained in Guaranty or the Guaranty and Security Agreement made by it other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3, or otherwise under this Agreement the Guaranty or any the other Loan Document, 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 Contributing Party under this Section 3 shall remain in full force and effect at all times hereafter until a discharge of the Obligations have been Paid in Fullobligations of Guarantors under the Guaranty if such Qualified ECP Contributing Party is a Guarantor, or of Borrower under the Credit Agreement and the other Loan Documents and the Hedge Documents if such Qualified ECP Contributing Party is the Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section shall 3 constitute, and this Section 3 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Contributing Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. The Borrower and Borrowers at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrowers’ obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.21 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrowers under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that The Borrowers intend this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its such other Loan Party’s (a) Swap Obligations and (b) obligations under the guaranty contained in the Guaranty and Security Agreement made by it in including those with respect of to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been Paid paid in Fullfull and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorLoan Party at the time any Specified Loan Party either becomes jointly and severally liable for any Hedge Obligations pursuant to the terms of this Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of Swap Obligations such Hedge Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section or otherwise under this Agreement or any other Loan Document, and undertakings hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect at until all times hereafter until the Obligations have been Paid paid in Fullfull, in cash. Each Qualified ECP Guarantor Borrower intends that this Section shall paragraph to constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. The Borrower and each other Loan Party, to the extent constituting Each Guarantor that is a Qualified ECP GuarantorParty at the time that this Guaranty becomes effective with respect to any Hedging Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Guarantor”) to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of Swap Hedging Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 26 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section shall remain in full force and effect at all times hereafter until the Guarantied Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a 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 the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty, or the grant of the security interest under any Loan Document, by such Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Secured Hedge Agreement, 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 from time to time to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of Swap Obligations such Secured Hedge Agreement (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Secured Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby shall jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed to each Specified Loan Party from time to time by each other Loan Party to honor all of its obligations obligation under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations such Qualified ECP Guarantor’s obligation and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 6.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 6.11 shall remain in full force and effect at all times hereafter until the Finance Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall constitute, 6.11 to constitute and this Section 6.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan PartySubject to Section 2.5, to the extent constituting a Each Qualified ECP GuarantorGuarantor hereby, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Guarantee under Section 5.10 of this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.13, or otherwise under the Guarantee under Section 5.10 of this Agreement or any other Agreement, as it relates to such Loan DocumentParty, 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 5.13 shall remain in full force and effect at all times hereafter until a Full Payment of the Obligations have been Paid in FullSecured Obligations. Each Qualified ECP Guarantor intends that this Section shall 5.13 constitute, and this Section 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. The Borrower and at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.21 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each Borrower and each other Loan Party, to the extent constituting a 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 the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, 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 that is not a Qualified ECP Guarantor to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of any Swap Obligations Obligation that would otherwise be an Excluded Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 34 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 34, or otherwise under this Agreement or any other Loan DocumentGuaranty 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 34 shall remain in full force and effect at all times hereafter until the payment in full and discharge of the Obligations have been Paid in Full. guaranteed under this Guaranty Agreement Each Qualified ECP Guarantor intends that this Section shall 34 constitute, and this Section 34 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. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under this Agreement and the guaranty contained other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the Guaranty and Security Agreement made by it absence of the agreement in respect of this Section 11.16, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations the Guarantors’ Obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, of such Qualified ECP Guarantor voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations obligations, undertakings and guaranty of each the Qualified ECP Guarantor Guarantors under this Section 11.16 shall remain in full force and effect at all times hereafter until the Obligations have been Paid in FullTermination Date. Each The Borrower and the Qualified ECP Guarantor intends that Guarantors intend this Section shall 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorLoan Party at the time any Specified Loan Party either becomes jointly and severally liable for any Hedge Obligations pursuant to the terms of this Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of Swap Obligations such Hedge Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section or otherwise under this Agreement or any other Loan Document, and undertakings hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect at until all times hereafter until the Obligations have been Paid paid in Fullfull, in cash. Each Qualified ECP Guarantor Loan Party intends that this Section shall paragraph to constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorGuarantor at the time this Agreement or the Guaranty, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Loan Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each of Borrower and each other Parent at the time the Subsidiary Guaranty by any Specified Loan Party, Party becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Subsidiary Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s or Parent’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 8.13 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor of Borrower and Parent under this Section 8.13 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor of Borrower and Parent intends that this Section shall 8.13 to constitute, and this Section 8.13 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting Each Guarantor that is a Qualified ECP GuarantorParty at the time that this Guaranty becomes effective with respect to any Hedging Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that is not then an "eligible contract participant" under the Commodity Exchange Act (a "Specified Guarantor") to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of Swap Hedging Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party's obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 26 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section shall remain in full force and effect at all times hereafter until the Guarantied Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorGuarantor at the time the Guaranty, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, Article XI voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Loan Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Specified Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at all times hereafter until the indefeasible payment in full in cash of all the Obligations have been Paid (other than Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations, in Fulleach case not then due or asserted). Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Borrower, at the time the Guaranty by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed to each Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section Article X void or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to unlawful financial assistance (within the meaning of Section 2:98 of the Dutch Civil Code or any equivalent and applicable provisions under the laws of the jurisdiction of incorporate of the relevant Borrower), fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 10.20 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Borrower intends that this Section shall 10.20 to constitute, and this Section 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each Each Guarantor (other Loan Partythan any Excluded Swap Guarantor; such non-excluded Guarantors, to the extent constituting a “Qualified ECP Guarantor, Guarantors”) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10, or otherwise under this Agreement or any other Loan DocumentAgreement, 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 10 shall remain in full force and effect at all times hereafter until payment in full of the Obligations have been Paid in Fulland termination of this Agreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section shall 10 constitute, and this Section 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 ActAct (7 U.S.C. § 1 et seq.).

Keepwell. The Each Borrower and each other at the time the Guaranty by any Specified Loan Party, Party becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 6.16 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 6.16 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Borrower intends that this Section shall 6.16 to constitute, and this Section 6.16 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Hedging Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 12.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 12.28, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security 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 12.28 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Hedging Agreement have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Loan Agreement. Each Qualified ECP Guarantor intends that this Section shall 12.28 constitute, and this Section 12.28 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. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorGuarantor at the time any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Loan Party becomes effective with respect to any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of such Swap Obligations Contract (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations under this Section or otherwise under this Agreement or any other Loan Document, and undertakings voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Loan Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other applicable Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and At the time the Guaranteed Obligations of any Specified Credit Party become effective with respect to any Swap Obligation, each other Loan Party, to the extent constituting Credit Party that is a Qualified ECP Guarantor, Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in Facility Guarantee or as a Borrower other than the Guaranty and Security Agreement made by it Lead Borrower in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section SECTION 9.27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section SECTION 9.27, or otherwise under this the Facility Guarantee or the Credit Agreement or any other Loan Documentin respect of the Other Liabilities, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until payment in full of the Obligations have been Paid in Fulland termination of the Commitments. Each Qualified ECP Guarantor intends that this Section shall SECTION 9.27 constitute, and this Section SECTION 9.27 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. The Borrower and each other Loan Party, to the extent constituting Each Obligor that is a Qualified ECP Guarantor, when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 5.3 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at until Full Payment of all times hereafter until the Obligations have been Paid in FullObligations. Each Qualified ECP Guarantor Obligor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan PartyBorrower, to the extent constituting it is a Qualified ECP Guarantor, hereby, and 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 a Guarantor of Payment to honor all of its obligations under the guaranty contained in the any Guaranty and Security Agreement made by it of Payment in respect of Swap Obligations Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.22, or otherwise under this Agreement or any other Loan DocumentGuaranty of Payment, 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 Company under this Section 5.22 shall remain in full force and effect at until payment in full of all times hereafter until of the Obligations have been Paid in Fulland the termination of the Commitments hereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section shall 5.22 constitute, and this Section 5.22 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. The Borrower and each other Loan Party, to the extent constituting a Each 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 hereunder and under the Facility Guaranty to honor all of its obligations hereunder and under the guaranty contained in the Facility Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 10.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.26, or otherwise hereunder and under this Agreement or any other Loan Documentthe Facility 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 10.26 shall remain in full force and effect at all times hereafter until the Obligations shall have been Paid paid in Fullfull (subject to the guarantee reinstatement provisions set forth in the Facility Guaranty). Each Qualified ECP Guarantor intends that this Section shall 10.26 constitute, and this Section 10.26 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. The Borrower and each other Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.21 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.21 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall 10.21 to constitute, and this Section 10.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party Guarantor to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.07, or otherwise under this Agreement or any Guaranty, as it relates to such other Loan DocumentGuarantor, 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 9.07 shall remain in full force and effect at until all times hereafter until of the Loan Document Obligations (other than any contingent indemnity or expense reimbursement obligations) have been Paid satisfied in Fullfull. Each Qualified ECP Guarantor intends that this Section shall 9.07 constitute, and this Section 9.07 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. The Borrower and each other Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.20 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall 10.20 to constitute, and this Section 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and Borrowers hereby agree to cause each other Loan Party, to the extent constituting a Qualified ECP Guarantor, hereby Guarantor to jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under its Guarantee and the guaranty contained in the Guaranty and Security Agreement made by it Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 5.7 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its obligations under this Section or otherwise under this Agreement or any other Loan DocumentGuarantee, voidable under the Bankruptcy Code and other applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 5.7 shall remain in full force and effect at all times hereafter until Payment in Full of the Obligations have been Paid in FullObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section shall 5.7 (and any corresponding provision of any applicable Guarantee) constitute, and this Section 5.7 (and any corresponding provision of any applicable Guarantee) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 hereunder and under any applicable Guaranty to honor all of its obligations hereunder and under the guaranty contained in the any applicable Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 17.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 17.20, or otherwise hereunder and under this Agreement or any other Loan Documentapplicable 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 17.20 shall remain in full force and effect at all times hereafter until the Obligations shall have been Paid paid in Fullfull (subject to the guarantee reinstatement provisions set forth in any applicable Guaranty). Each Qualified ECP Guarantor intends that this Section shall 17.20 constitute, and this Section 17.20 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under this Agreement and the guaranty contained other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the Guaranty and Security Agreement made by it absence of the agreement in respect of this Section 11.16, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantors’ obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations obligations, undertakings and guaranty of each the Qualified ECP Guarantor Guarantors under this Section 11.16 shall remain in full force and effect at all times hereafter until Payment in Full of the Obligations have been Paid in FullObligations. Each The Borrower and the Qualified ECP Guarantor intends that Guarantors intend this Section shall 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each Borrower and each other Loan Party, to the extent constituting that is a Qualified ECP Guarantor, Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Borrower that is not a Qualified ECP Guarantor (each a “Specified Loan Party”) as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor such Borrower under this Section shall remain in full force and effect at until all times hereafter until the Obligations Revolving Loans have been Paid in Fullfully and finally paid, performed and discharged and all obligations of Lenders to make disbursements under this Agreement have terminated. Each Qualified ECP Guarantor Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Contributing 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 Contributing Party to honor all of its obligations under the guaranty contained in Guaranty or the Guaranty and Security Agreement made by it other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3, or otherwise under this Agreement the Guaranty or any the other Loan Document, 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 Contributing Party under this Section 3 shall remain in full force and effect at all times hereafter until a discharge of the Obligations have been Paid in Fullobligations of Guarantors under the Guaranty if such Qualified ECP Contributing Party is a Guarantor, or of Borrower under the Loan Agreement and the other Loan Documents and the Hedge Documents if such Qualified ECP Contributing Party is the Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section shall 3 constitute, and this Section 3 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Contributing Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. The Borrower and Each Loan Party that is a Qualified ECP Guarantor at the time this Guaranty, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Fraudulent Transfer Laws and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in FullRelease Date. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Each of Parent and Borrower and each other at the time the Subsidiary Guaranty by any Specified Loan Party, Party becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Subsidiary Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s or Parent’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 7.19 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor of Borrower and Parent under this Section 7.19 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor of Borrower and Parent intends that this Section shall 7.19 to constitute, and this Section 7.19 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan PartyBorrower, to the extent constituting it is a Qualified ECP Guarantor, hereby, and 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 a Guarantor of Payment to honor all of its obligations under the guaranty contained in the any Guaranty and Security Agreement made by it of Payment in respect of Swap Obligations Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.22, or otherwise under this Agreement or any other Loan DocumentGuaranty of Payment, 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 the Company under this Section 5.22 shall remain in full force and effect at until payment in full of all times hereafter until of the Obligations have been Paid in Fulland the termination of the Commitments hereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section shall 5.22 constitute, and this Section 5.22 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. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Credit Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.12, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrowers. The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Guaranteed Obligations have been Paid paid in Fullfull. Each Qualified ECP Guarantor intends that this Section shall 7.12 constitute, and this Section 7.12 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. The Borrower and Borrowers hereby agree to cause each other Loan Party, to the extent constituting a Qualified ECP Guarantor, hereby Guarantor to jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its such Credit Party’s obligations under its guaranty and the guaranty contained in the Guaranty and Security Agreement made by it Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 1.19(e) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its obligations under this Section or otherwise under this Agreement or any other Loan Documentguaranty, voidable under the Bankruptcy Code and other applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 1.19(e) shall remain in full force and effect at all times hereafter until Payment in Full of the Obligations have been Paid in FullObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section shall 1.19(e) (and any corresponding provision of any applicable guaranty) constitute, and this Section 1.19(e) (and any corresponding provision of any applicable guaranty) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to To the extent constituting that any Guarantor is a Qualified ECP Guarantor, to the fullest extent permitted by Applicable Law, each such 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 Other Obligor to honor honour all of its their respective obligations under the guaranty contained in the Guaranty and Security Agreement made by it this Guarantee in respect of any Lender Swap Obligations Obligation which is a Swap Obligation (provided, however, that each Qualified ECP such Guarantor shall only be liable under this Section 3.3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.3, or otherwise under this Agreement or any other Loan DocumentGuarantee, 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 such Guarantor under this Section 3.3 shall remain in full force and effect at all times hereafter until the Obligations have been Paid irrevocable payment in Fullfull of all Guaranteed Obligations. Each Qualified ECP such Guarantor intends that this Section shall 3.3 constitute, and this Section 3.3 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it and the other Loan Documents in respect of Swap Obligations (provided, however, Obligations; provided that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at until all times hereafter until of the Obligations have been Paid indefeasibly paid in Fullfull and all Commitments terminated. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section 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. The Borrower and each other Loan Party, to If the extent constituting Company is a Qualified ECP GuarantorGuarantor at the time any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 11.07 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Company under this Section 11.07 shall remain in full force and effect at all times hereafter until the Guaranteed Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Company intends that this Section shall 11.07 to constitute, and this Section 11.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section Guaranty for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Guaranty, or otherwise under this Agreement or any in respect of the Guaranteed Obligations, as it relates to such other Loan DocumentParty, 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 Guaranty shall remain in full force and effect at all times hereafter until a discharge of the Obligations have been Paid in FullGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section shall Guaranty constitute, and this Section Guaranty 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. The Borrower and at the time the Guaranty or the grant of the security interest hereunder, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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

Keepwell. The Each of Borrower and each other Parent at the time the Subsidiary Guaranty by any Specified Loan Party, Party becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Subsidiary Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s or Parent’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 8.16 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor of Borrower and Parent under this Section 8.16 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor of Borrower and Parent intends that this Section shall 8.16 to constitute, and this Section 8.16 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasible payment in Fullfull in cash of all the Obligations. Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP Guarantor, Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party with respect to such Swap Obligation as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, Article XI voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at all times hereafter until the Obligations have been Paid payment in Fullfull in cash of all the Secured Obligations. Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorGuarantor at the time any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Loan Party becomes effective with respect to any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of such Swap Obligations Contract (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations under this Section or otherwise under this Agreement or any other Loan Document, and undertakings voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Loan Party intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.09 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.09 shall remain in full force and effect at all times hereafter until the indefeasible payment in full in cash of all the Secured Obligations have (other than obligations in respect of Specified Hedge Agreements, Cash Management Obligations and contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no claim has been Paid in Fullasserted). Each Qualified ECP Guarantor intends that this Section shall 2.09 constitute, and this Section 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its such other Loan Party’s (a) Swap Obligations and (b) obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in including those with respect of to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been Paid paid in Fullfull and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section shall constituteconstitutes, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at until, subject to Section 2.04, the payment in full in cash of all times hereafter until the Secured Obligations have been Paid in Fullto the extent necessary to cause the Termination Date to occur. Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and At the time the guaranty hereunder by any Specified Loan Party becomes effective with respect to any Swap Obligation, each other Loan Party, to the extent constituting a Qualified ECP Guarantor, Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the each Guarantor’s obligations and undertakings under this Section 2, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable law relating to Law, including applicable Law of fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Guarantors under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting Each Guarantor that is a Qualified ECP GuarantorGuarantor at the time its Guarantee under this Guaranty Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement and the guaranty contained in the Guaranty and Security Agreement made by it other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 27 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 27 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall 27 to constitute, and this Section 27 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party hereunder to honor all of its obligations under this Agreement and the guaranty contained in the Guaranty and Security Agreement made by it other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.7, or otherwise under this Agreement or any other Agreement, as it relates to such Loan DocumentParty, voidable under applicable law any Requirement of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.7 shall remain in full force and effect at all times hereafter until the Obligations shall have been Paid indefeasibly paid in Fullfull. Each Qualified ECP Guarantor intends that this Section shall 2.7 constitute, and this Section 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. The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor, Borrowers hereby jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Specified Obligated Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of Swap such Hedge Obligations and to cause such Specified Obligated Party to be an Eligible Contract Participant (as defined in the Commodity Exchange Act) with respect to all Hedge Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrowers’ obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 7.14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrowers under this Section 7.14 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that Borrowers intend this Section shall 7.14 to constitute, and this Section 7.14 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of of, each other Loan Specified Obligated Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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

Keepwell. The Borrower and Borrowers at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrowers’ obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.21 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrowers under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that The Borrowers intend this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting Each Credit Party that is a Qualified ECP GuarantorGuarantor at the time this Section 4 by any Specified Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 4 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Credit Party intends that this Section shall 4.8 to constitute, and this Section 4.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally absolutely, unconditionally absolutely and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained provided herein and under the other Loan Documents including Obligations with respect to Swap Obligations that would, in the Guaranty and Security Agreement made by it absence of the agreement in respect of this Section 16 otherwise constitute Excluded Swap Obligations (providedbut in each case, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 16 or otherwise under this Agreement Continuing Guaranty or any Loan Document, as it relates to such other Loan DocumentParties, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Qualified ECP Guarantor Guarantors under this Section 16 shall remain in full force and effect at until all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends The Loan Parties intend that this Section shall 16 constitute, and this Section 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. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in respect of Obligations consisting of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.12, or otherwise under this Agreement or any other Loan Documentsuch 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 4.12 shall remain in full force and effect at all times hereafter until the Obligations circumstances described in Section 11.20(b) shall have been Paid in Fulloccurred. Each Qualified ECP Guarantor intends that this Section shall 4.12 constitute, and this Section 4.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Specified Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at all times hereafter until the indefeasible payment in full in cash of all the Obligations have been Paid (other than Specified Cash Management Obligations, Specified Swap Obligations or contingent indemnification obligations and other contingent obligations, in Fulleach case not then due or asserted). Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.09 , or otherwise under this Agreement or any Agreement, as it relates to such other Loan DocumentGuarantor, 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 2.09 shall remain in full force and effect at all times hereafter with respect to such Qualified ECP Guarantor until the Obligations have been Paid termination of this Agreement or the release of such Guarantor in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section shall 2.09 constitute, and this Section 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (c) The following text shall be inserted as a new Section 2.10 to the Guarantee and Collateral Agreement:

Keepwell. The Borrower and Each Loan Party that is a Qualified ECP Guarantor at the time this Guaranty, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor's obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Fraudulent Transfer Laws and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid in FullRelease Date. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Credit Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.28, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, 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 under this Section 9.28 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section shall 9.28 constitute, and this Section 9.28 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. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally absolutely, unconditionally absolutely and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained provided herein and under the other Loan Documents including Obligations with respect to Swap Obligations that would, in the Guaranty and Security Agreement made by it absence of the agreement in respect of this Section 16 otherwise constitute Excluded Swap Obligations (providedbut in each case, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 16 or otherwise under this Agreement Continuing Guaranty or any Loan Document, as it relates to such other Loan DocumentParties, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Qualified ECP Guarantor Guarantors under this Section 16 shall remain in full force and effect at until all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends The Loan Parties intend that this Section shall 16 constitute, and this Section 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.. Amended and Restated Continuing Guaranty Loan No. RX0583

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Specified Obligated Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of Swap such Hedge Obligations and to cause such Specified Obligated Party to be an Eligible Contract Participant with respect to all Hedge Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 7.14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 7.14 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Borrower intends that this Section shall 7.14 to constitute, and this Section 7.14 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of of, each other Loan Specified Obligated Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from GUARANTY AGREEMENT, Page 8 007751-0138-14353-Active.16343568 time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 32, or otherwise under this Agreement or any other Loan DocumentGuaranty 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 32 shall remain in full force and effect at all times hereafter until the payment in full and discharge of the Obligations have been Paid in Fullguaranteed under this Guaranty Agreement. Each Qualified ECP Guarantor intends that this Section shall 32 constitute, and this Section 32 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. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its such other Loan Party’s (a) Swap Obligations and (b) obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in including those with respect of to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been Paid paid in Fullfull and the Revolving Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Specified Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at all times hereafter until the indefeasible payment in full in cash of all the Obligations have been Paid (other than Specified Cash Management Obligations, Specified Swap Obligations or contingent indemnification obligations and other contingent obligations, in Fulleach case not then due or asserted). Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Each Loan Party that is a Qualified ECP Guarantor at the time the Subsidiary Guaranty, or the grant of the security interest under any Loan Document, by such Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Secured Hedge Agreement, 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 from time to time to honor all of its obligations under the guaranty contained in the its Subsidiary Guaranty and Security Agreement made by it the other Loan Documents in respect of Swap Obligations such Secured Hedge Agreement (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section shall to constitute, and this Section shall be deemed to constitute, a Guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Secured Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting Each Credit Party that is a Qualified ECP GuarantorGuarantor at the time this Section 2 by any Specified Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 2 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2(h) shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Credit Party intends that this Section shall 2(h) to constitute, and this Section 2(h) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor, Company hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by the other Loan Documents to which it is a party in respect of Swap Obligations (providedthat would, however, that each Qualified ECP Guarantor shall only be liable under in absence of the agreement in this Section for 10.05, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its the Company’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.05 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Company under this Section 10.05 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull or, if sooner, upon the occurrence of the Covenant Compliance Restoration Date. Each Qualified ECP Guarantor The Company intends that this Section shall 10.05 to constitute, and this Section 10.05 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security this Agreement made by it in respect of Swap Hedge Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 14.10(a), or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable law applicableApplicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14.10(a) shall remain in full force and effect at all times hereafter until the guarantees in respect of Hedge Obligations under each Secured Hedge Agreement have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section shall 14.10(a) constitute, and this Section 14.10(a) 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. The Borrower and each other Each Loan Party, to the extent constituting Party that is a Qualified ECP GuarantorGuarantor at the time the Guaranty in this Article IV by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally (subject to Section 1.12), absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the this Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.07 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Loan Party intends that this Section shall 4.07 to constitute, and this Section 4.07 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. The Borrower and each other Loan Party, to the extent constituting a Each Qualified ECP Guarantor, 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 Obligated Party to honor all of its such other Obligated Party’s (a) Swap Obligations and (b) obligations under the guaranty contained in the its Guaranty and Security Agreement made by it in including those with respect of to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been Paid paid in Fullfull and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Obligated Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. The Borrower and each Without derogation from the foregoing or any other Loan Partyprovision of this Guarantee, to the extent constituting at any time during which any Guarantor is a Qualified ECP Guarantor, to the fullest extent permitted by applicable law, such 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 Other Credit Party to honor honour all of its obligations under the guaranty contained its respective guarantee (including this Guarantee, as applicable), in the Guaranty and Security Agreement made by it each case in respect of Swap Obligations (provided, however, that each Qualified ECP such Guarantor shall only be liable under this Section 12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 12, or otherwise under this Agreement or any other Loan DocumentGuarantee, 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 11 shall remain in full force and effect at all times hereafter until this Guarantee is discharged in accordance with the Obligations have been Paid Credit Agreement or otherwise in Fullaccordance with its terms. Each Qualified ECP Guarantor intends that this Section shall 12 constitute, and this Section 12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under the guaranty contained in the Guaranty and Security this Guarantee Agreement made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.07 or otherwise under this Guarantee Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect at all times hereafter until the Obligations have been Paid termination of this Guarantee Agreement in Fullaccordance with Section 4.13(a). Each Qualified ECP Guarantor intends that this Section shall 2.07 constitute, and this Section 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party and each Limited Guarantor, as the case may be, to honor all of its obligations under this Agreement or the guaranty contained in the Limited Recourse Guaranty and Security Agreement made by it of such Limited Guarantor in respect of Swap Obligations (provided, however, that each any Qualified ECP Guarantor shall only be liable under this Section 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.16, or otherwise under this Agreement or any Agreement, as it relates to such other Loan DocumentParty or such Limited Guarantor, 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 4.16 shall remain in full force and effect at all times hereafter until the Obligations have been Paid in Fulltermination of this Agreement pursuant to its terms. Each Qualified ECP Guarantor intends that this Section shall 4.16 constitute, and this Section 4.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each Limited Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.23 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act..   129

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Specified Obligated Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it the other Loan Documents in respect of Swap such Hedge Obligations and to cause such Specified Obligated Party to be an Eligible Contract Participant with respect to all Hedge Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 10.13 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 10.13 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Borrower intends that this Section shall 10.13 to constitute, and this Section 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of of, each other Loan Specified Obligated Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to To the extent constituting the Guarantor qualifies as a Qualified ECP Guarantor, the Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it Loan Documents in respect of Swap Obligations (provided, however, that each the Guarantor, as a Qualified ECP Guarantor Guarantor, shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section Section, or otherwise under this Agreement Guaranty or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, any debtor relief laws and not for any greater amount). The Subject to Section 5 of this Guaranty, the obligations of each the Qualified ECP Guarantor under this Section shall remain in full force and effect at until all times hereafter until of the Guaranteed Obligations and all the obligations of the Borrowers shall have been Paid paid in Fullfull and the Commitments terminated. Each The Qualified ECP Guarantor intends that this Section shall constitute, and this Section 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. The Each Borrower and each other at the time the Guaranty by any Specified Loan Party, Party becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, 6.16 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 6.16 shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Borrower intends that this Section shall 6.16 to constitute, and this Section 6.16 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and At the time the Guaranty or the grant of the security interest under the Credit Documents, in each other Loan case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, the extent constituting a Qualified ECP Guarantor, Borrower hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the its Guaranty and Security Agreement made by it the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. The Borrower and each other Loan Party, to the extent constituting a Each 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 other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 12.39 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 12.39, or otherwise under this Agreement or any other Loan Documentthe Guaranty Agreement, 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 under this Section 12.39 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Hedge Agreement have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section shall 12.39 constitute, and this Section 12.39 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. The Borrower and at the time the Guaranty or the grant of the security interest under the Loan Documents, in each other case, by any Specified Loan Party, becomes effective with respect to the extent constituting a Qualified ECP Guarantorany Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section or otherwise under this Agreement or any other Loan Document, Article X voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect at all times hereafter until the Obligations have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor The Borrower intends that this Section shall to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.