Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) The Borrower at the time this Agreement the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, Article X 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrower intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Party hereunder to honor all of each such Credit Party’s obligations under this Obligations Guarantee in respect of Swap Obligations (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.10, or otherwise under this Obligations Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the termination Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 3.10 7.10 constitute, and this Section 3.10 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 3.8 shall remain in full force and effect until such time as the termination Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 3.8 constitute, and this Section 3.10 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.7, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.7 shall remain in full force and effect until such time as the termination Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.7 constitute, and this Section 3.10 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 termination of this AgreementObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 shall constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 termination of this AgreementObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 shall constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.11, or otherwise under this Guarantee, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the termination of this Agreementall Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied. Each Qualified ECP Guarantor intends that this Section 3.10 11.11 constitute, and this Section 3.10 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Obligations (or Foreign Obligations, as applicable) consisting of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.104.11, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, 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 until the termination of this Agreementcircumstances described in Section 11.20(b) shall have occurred. Each Qualified ECP Guarantor intends that this Section 3.10 4.11 constitute, and this Section 3.10 4.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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. Each Credit Party that is a Qualified ECP Guarantor (including the Borrower) Party at the time that this Agreement becomes effective with respect to any Swap 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 Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of each such Credit Party’s Swap its obligations under this Agreement and the other Loan Documents in respect of Hedging Obligations (other than but, in each case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Party intends that this Section 3.10 to constitute, and this Section 3.10 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 Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Contributing Party to honor all of each such Credit Party’s Swap its obligations under the Guaranty or the other Loan Documents in respect of the Hedge Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 3.10 3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103, or otherwise under this Guarantee, as it relates to such the Guaranty or the other Credit Party, Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 3 shall remain in full force and effect until a discharge of the termination obligations of this AgreementGuarantors 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 3.10 3 constitute, and this Section 3.10 3 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Credit Contributing Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap its obligations under the this Agreement in respect of Hedge Obligations under any Secured Hedge Agreement (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1014.10(a), or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, 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 until the termination guarantees in respect of Hedge Obligations under each Secured Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 14.10(a) constitute, and this Section 3.10 14.10(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (including the Borrower) Loan 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 becomes effective with respect to any Swap ObligationAgreement, 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 Credit Party to honor all of its obligations under the Loan Documents in respect of such Hedge Obligation (but, in each such Credit Party’s Swap Obligations (other than case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this Agreementall Obligations have been paid in full, in cash. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 paragraph to constitute, and this Section 3.10 paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Obligations (other than Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations, in each case not then due or asserted). Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally Borrower absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party that is not a Qualified ECP Credit Party to honor all of each such other Credit Party’s obligations under any Financing Document in respect of Swap Obligations (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Borrower shall only be liable under this Section 3.10 11.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.18, or otherwise under this GuaranteeAgreement, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Borrower under this Section 11.18 shall remain in full force and effect until the termination of for so long as this AgreementAgreement shall remain in effect. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 11.18 constitute, and this Section 3.10 11.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 termination of this AgreementObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 shall constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (including the Borrower) Loan 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 becomes effective with respect to any Swap ObligationAgreement, 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 Credit Party to honor all of its obligations under the Loan Documents in respect of such Hedge Obligation (but, in each such Credit Party’s Swap Obligations (other than case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this Agreementall Obligations have been paid in full, in cash. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 paragraph to constitute, and this Section 3.10 paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit other Loan Party’s (a) Swap Obligations and (b) obligations under the Guaranty including those with respect to Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Specified Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 10.8 or otherwise under this Guarantee, as it relates to such other Credit Party, 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 10.8 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 3.10 10.8 constitute, and this Section 3.10 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the guaranty contained in the Guaranty made by it in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 termination of this AgreementObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 shall constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) The Borrower at the time this Agreement the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrower intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Subject to Section 2.5, Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligationhereby, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.13, or otherwise under the Guarantee under Section 5.10 of this GuaranteeAgreement, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.13 shall remain in full force and effect until a Full Payment of the termination of this AgreementSecured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 5.13 constitute, and this Section 3.10 5.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Unless the Borrower and Agent otherwise agree in writing, each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.14, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until all of the termination of Secured Obligations and all other amounts payable under this AgreementAgreement (excluding contingent obligations for indemnification not yet due) shall have been paid in full in cash and the Commitments shall have expired or been terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 5.14 constitute, and this Section 3.10 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 shall remain in full force and effect until all of the termination of Guaranteed Obligations and all other amounts payable under this AgreementAgreement shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement 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 ObligationContract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and Contract as may be needed by such Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Contract (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit applicable Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.07, or otherwise under this GuaranteeGuaranty, as it relates to such other Credit PartyGuarantor, 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 until all of the termination of this AgreementLoan Document Obligations (other than any contingent indemnity or expense reimbursement obligations) have been satisfied in full. Each Qualified ECP Guarantor intends that this Section 3.10 9.07 constitute, and this Section 3.10 9.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) Borrower at the time this Agreement the Guaranty by any Specified Loan Party becomes effective with respect to any Swap ObligationObligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 6.16 to constitute, and this Section 3.10 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 Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the Facility Guarantee or as a Borrower other than the Lead Borrower in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 SECTION 9.27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10SECTION 9.27, or otherwise under this Guarantee, as it relates to such other the Facility Guarantee or the Credit PartyAgreement in 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 until payment in full of the Obligations and termination of this Agreementthe Commitments. Each Qualified ECP Guarantor intends that this Section 3.10 SECTION 9.27 constitute, and this Section 3.10 SECTION 9.27 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor (other than any Excluded Swap Guarantor; such non-excluded Guarantors, the “Qualified ECP Guarantor (including the BorrowerGuarantors”) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, 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 until payment in full of the Obligations and termination of this AgreementAgreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 3.10 10 constitute, and this Section 3.10 10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct (7 U.S.C. § 1 et seq.).

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Hedging Agreement (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 12.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1012.28, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Hedging Agreement have been discharged, or otherwise released or terminated in accordance with the terms of this Loan Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 12.28 constitute, and this Section 3.10 12.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination Guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.26, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 9.26 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.26 constitute, and this Section 3.10 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Section 10 in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.10, or otherwise under this GuaranteeSection 10, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10 shall remain in full force and effect until the termination Obligations shall have been indefeasibly paid in full and the Revolving Loan Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 3.10 10.10 constitute, and this Section 3.10 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. (a) Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, 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 7.13 shall remain in full force and effect until the termination Guaranteed Obligations have been paid in full and the Revolving Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or have been cancelled or Cash Collateralized with at least 103% coverage. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until until, subject to Section 2.04, the termination payment in full in cash of this Agreementall the Secured Obligations to the extent necessary to cause the Termination Date to occur. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.108.11, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination Aggregate Commitment has expired or terminated and the principal of this Agreementand interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed. Each Qualified ECP Guarantor intends that this Section 3.10 8.11 constitute, and this Section 3.10 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor (including the Borrower) at the time this 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 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 Credit Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than but, in each case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor such Borrower under this Section shall remain in full force and effect until the termination all Revolving Loans have been fully and finally paid, performed and discharged and all obligations of Lenders to make disbursements under this AgreementAgreement have terminated. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Contributing Party to honor all of each such Credit Party’s Swap its obligations under the Guaranty or the other Loan Documents in respect of the Hedge Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 3.10 3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103, or otherwise under this Guarantee, as it relates to such the Guaranty or the other Credit Party, Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 3 shall remain in full force and effect until a discharge of the termination obligations of this AgreementGuarantors 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 3.10 3 constitute, and this Section 3.10 3 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Credit Contributing Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor (including the Borrower) at the time this 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 as may be needed from time to time by each other Credit Party a Guarantor of Payment to honor all of each such Credit Party’s Swap Obligations its obligations under any Guaranty of Payment in respect of Designated Hedge Agreements (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation Borrower and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.22, or otherwise under this Guarantee, as it relates to such other Credit Partyany Guaranty 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 until payment in full of all of the Obligations and the termination of this Agreementthe Commitments hereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section 3.10 5.22 constitute, and this Section 3.10 5.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constituteconstitutes, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement 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 as may be needed from time to time by each other Specified Credit Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and as may be needed by such Specified Credit Party from time to time to honor all of its obligations under the Credit Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Credit Party intends that this Section 3.10 4.8 to constitute, and this Section 3.10 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 Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationCredit Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party hereunder to honor all of each such Credit Party’s its obligations under Article 7 hereof in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Credit Party shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyArticle 7 hereof, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 7.13 shall remain in full force and effect so long as any Commitment is in effect and until the termination payment in full of this Agreementall Obligations (other than contingent or indemnification obligations to which no claim has been asserted or that are not then due and payable and Secured Swap Obligations). Each Qualified ECP Guarantor Credit Party intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.12, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, 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 until the termination of this AgreementGuaranteed Obligations have been paid in full. Each Qualified ECP Guarantor intends that this Section 3.10 7.12 constitute, and this Section 3.10 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement 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 ObligationContract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and Contract as may be needed by such Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Contract (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Loan Party’s obligations under this Agreement and the other First Lien Loan Documents in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.14, or otherwise under this Guarantee, as it relates to such Agreement or the other Credit PartyFirst Lien Loan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until the termination Termination Date has occurred, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of this the First Lien Credit Agreement. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 5.14 constitute, and this Section 3.10 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor (including the Borrower) Party at the time that this Agreement becomes effective with respect to any Swap Hedge 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 Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Party”) to honor all of each such Credit Party’s Swap its obligations under this Agreement in respect of Hedge Obligations (other than but, in each case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, §7.22 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 Party under this Section §7.22 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Party intends that this Section 3.10 §7.22 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.07, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 2.07 shall remain in full force and effect until all of the termination Guaranteed Obligations and all other amounts payable under this Agreement shall have been paid in full in cash, all Letters of this AgreementCredit shall have expired or been terminated and the Commitments shall have expired or been terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) to honor all of each such Credit Party’s its obligations under its Guaranty in respect of Obligations consisting of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 4.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.104.12, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, 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 until the termination of this Agreementcircumstances described in Section 11.20(b) shall have occurred. Each Qualified ECP Guarantor intends that this Section 3.10 4.12 constitute, and this Section 3.10 4.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under its Guarantee under this Section 2 in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.7, or otherwise under this Guarantee, as it relates to such other Credit PartySection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding (which has not been backstopped or Cash Collateralized) and the termination of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 3.10 2.7 constitute, and this Section 3.10 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 509265-1512-15059-Active.17708699.1 9

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby party hereto jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed necessary from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 13 or otherwise under this Guarantee, as it relates to such other Credit Party, 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 13 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 13 constitute, and this Section 3.10 13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) , at the time this Agreement the Guaranty by any Specified Loan Party becomes effective with respect to any Swap ObligationObligations, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 for up to the maximum 4877- 6131- 2829 v.16 74 amount of such liability that can be hereby incurred without rendering its Borrower’s obligations and undertakings under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 6.14 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 6.14 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 6.14 to constitute, and this Section 3.10 6.14 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under this Loan Party Guarantee in respect of Specified Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 7.11 or otherwise under this Guarantee, as it relates to such other Credit Party, Loan Party Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s obligations under this Loan Party Guarantee in accordance with the termination of this Agreementterms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 3.10 7.11 constitute, and this Section 3.10 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.. [[NYCORP:3477056v9:3104W: 07/18/2014--12:20 AM]]

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Party hereunder to honor all of each such Credit Party’s obligations under this WEIL:\96958663\10\71605.0155 Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this GuaranteeGuaranty, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the termination of this AgreementGuaranteed Obligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act▇▇▇.▇▇▇▇▇▇ OF

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 3.8 shall remain in full force and effect until such time as the termination Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding . Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 3.8 constitute, and this Section 3.10 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Grantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Grantor shall only be liable under this Section 3.10 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.14, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Grantor under this Section shall remain in full force and effect until the termination of this AgreementSecured Obligations are irrevocably paid in full (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and indemnification obligations no yet accrued and payable) and the Commitments have been terminated. Each Qualified ECP Guarantor Grantor intends that this Section 3.10 7.14 constitute, and this Section 3.10 7.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Specified Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 9.8 or otherwise under this Guarantee, as it relates to such other Credit Party, 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 9.8 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 3.10 9.8 constitute, and this Section 3.10 9.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.23, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 11.23 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 11.23 constitute, and this Section 3.10 11.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this 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 as may be needed from time to time by each other Credit Note Party to honor all of each such Credit Note Party’s obligations under its Guarantee under the Note Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.19, or otherwise under this its Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.19 shall remain in full force and effect until termination of all Commitments and payment in full of all Obligations (other than any obligations or rights which according to the Note Purchase Agreement shall survive the termination of this Agreementthe Commitments). Each Qualified ECP Guarantor intends that this Section 3.10 10.19 constitute, and this Section 3.10 10.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Note Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each TC “14.13 Keepwell. “ \f c \l “2” \* MERGEFORMAT AUTONF D3_TCEach Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, 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 any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 14.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1014.13, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 14.13 shall remain in full force and effect until Full Payment of the termination of this AgreementObligations. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 14.12 constitute, and this Section 3.10 14.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that for such Credit Party is to qualify as an “eligible contract participant” under the primary obligor with Commodity Exchange Act or any regulations promulgated thereunder at any time during the Swap Guarantee Eligibility Period in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 1.4 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.101.4, or otherwise under this Guarantee, as it relates to such other Credit Partyany relevant grant of security interest, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each such Qualified ECP Guarantor Keepwell Provider under this Section 1.4 shall remain in full force and effect until the termination of each Assignor has been released from its obligations under this AgreementAgreement pursuant to Section 8.8. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 1.4 constitute, and this Section 3.10 1.4 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationCredit Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Party hereunder to honor all of each such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Credit Party shall only be liable under this Section 3.10 4.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.104.14, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 4.14 shall remain in full force and effect until all of the termination of Guarantied Obligations (other than contingent indemnification obligations for which no claim has been made) and all other amounts payable under this AgreementGuaranty shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Credit Party intends that this Section 3.10 4.14 constitute, and this Section 3.10 4.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party and each Limited Guarantor, as the case may be, to honor all of each its obligations under this Agreement or the Limited Recourse Guaranty of such Credit Party’s Limited Guarantor in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each any Qualified ECP Guarantor shall only be liable under this Section 3.10 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.104.16, or otherwise under this GuaranteeAgreement, as it relates to such other Credit PartyLoan Party 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 until the termination of this AgreementAgreement pursuant to its terms. Each Qualified ECP Guarantor intends that this Section 3.10 4.16 constitute, and this Section 3.10 4.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party and each Limited Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) The Borrower at the time this Agreement the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrower intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act..   129

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under the Security Agreements in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.23, or otherwise under this Guarantee, as it relates to such other Credit Partythe Security Agreements, 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 11.23 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 11.23 constitute, and this Section 3.10 11.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.28, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.28 constitute, and this Section 3.10 9.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Guaranty in respect of Swap Obligations Contracts (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.07, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 2.07 shall remain in full force and effect until all of the termination of Guaranteed Obligations and all other amounts payable under this AgreementGuaranty shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 2.07 constitute, and this Section 3.10 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and sev- erally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Loan Party’s obligations under this Agreement and the other First Lien Loan Documents in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.14, or otherwise under this Guarantee, as it relates to such Agree- ment or the other Credit PartyFirst Lien Loan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until the termination Termination Date has occurred, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of this the First Lien Credit Agreement. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 5.14 constitute, and this Section 3.10 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Borrower 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 Credit Party to honor all of each its obligations under its Guaranty and the other Loan Documents in respect of such Credit Party’s Swap Hedge Obligations (other than and to the extent that cause such Credit Specified Obligated Party is the primary obligor to be an Eligible Contract Participant with respect to such Swap Obligation and all Hedge Obligations (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 7.14 to constitute, and this Section 3.10 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 Credit Specified Obligated Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, party hereto hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 10.10 or otherwise under this Guarantee, as it relates to such other Credit Party, 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 10.10 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 10.10 constitute, and this Section 3.10 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.13, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, 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 9.13 shall remain in full force and effect until the termination Guaranteed Obligations have been paid in full and the Revolving Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or have been cancelled or Cash Collateralized in an amount equal to 102% of the amount of LC Exposure thereof. Each Qualified ECP Guarantor intends that this Section 3.10 9.13 constitute, and this Section 3.10 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) The Borrower at the time this Agreement the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor The Borrower intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1013, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 13 shall remain in full force and effect until all of the termination Secured Obligations and all other amounts payable under this Agreement shall have been paid in full in cash, all Letters of this AgreementCredit shall have expired or been terminated and the Commitments shall have expired or been terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 13 constitute, and this Section 3.10 13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Specified Credit Party to honor all of each such Specified Credit Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the termination Obligations and all the obligations of this Agreementthe Guarantors shall have been paid in full in cash and the Revolving Credit Commitments terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Guarantee Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Guarantee Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination of this AgreementGuarantee Agreement in accordance with Section 4.13(a). Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each To the extent that the New Guarantor is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, it hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Agreement or the Existing GCA, in each such Credit Party’s instance, in respect of Swap Obligations (other than provided, however, that the New Guarantor, to the extent that such Credit Party it is the primary obligor with respect to such Swap Obligation and each a Qualified ECP Guarantor Guarantor, shall only be liable under this Section 3.10 2.03 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.03, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each the New Guarantor, to the extent it is a Qualified ECP Guarantor Guarantor, under this Section 2.03 shall remain in full force and effect until the termination of this AgreementSecurity Termination has occurred. Each The New Guarantor, to the extent it is a Qualified ECP Guarantor Guarantor, intends that this Section 3.10 2.03 constitute, and this Section 3.10 2.03 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Subject to Section 2.5, Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligationhereby, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.13, or otherwise under the Guarantee under Section 5.10 of this GuaranteeAgreement, as it relates to such other Credit Loan Party, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.13 shall remain in full force and effect until a Full Payment of the termination of this AgreementSecured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 5.13 constitute, and this Section 3.10 5.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.14, or otherwise under this GuaranteeGuaranty, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 3.10 7.14 constitute, and this Section 3.10 7.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without derogation from the foregoing or any other provision of this Guarantee, at any time during which any Guarantor is a Qualified ECP Guarantor, to the fullest extent permitted by applicable law, such Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Other Credit Party to honor honour all of its obligations under its respective guarantee (including this Guarantee, as applicable), in each such Credit Party’s case in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1012, or otherwise under this Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11 shall remain in full force and effect until this Guarantee is discharged in accordance with the termination of this AgreementCredit Agreement or otherwise in accordance with its terms. Each Qualified ECP Guarantor intends that this Section 3.10 12 constitute, and this Section 3.10 12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor (including the Borrower) Party at the time that this Agreement becomes effective with respect to any Swap 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 Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of each such Credit Party’s Swap its obligations under this Agreement and the other Loan Documents in respect of Hedging Obligations (other than but, in each case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, SECTION 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 until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Party intends that this Section 3.10 to constitute, and this Section 3.10 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 Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the earlier of (i) the discharge of the Guaranty of such Qualified ECP Guarantor pursuant to Section 7.12 or (ii) the indefeasible payment in full of the Guaranteed Obligations and the termination of this Agreementthe Revolving Commitments. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor (including the Borrower) Party at the time that this Credit Agreement becomes effective with respect to any Swap Hedge 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 Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Party”) to honor all of each such its obligations under this Credit Party’s Swap Agreement in respect of Hedge Obligations (other than but, in each case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, §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 Party under this Section §7.19 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Party intends that this Section 3.10 §7.18 to constitute, and this Section 3.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under each such Credit Party’s Loan Document in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Borrower shall only be liable under this Section 3.10 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.108.16, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Borrower under this Section shall remain in full force and effect until all of the termination of this AgreementObligations have been fully and finally paid. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 8.16 constitute, and this Section 3.10 8.16 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower covenants and agrees with the Lenders that:

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party for such Loan Party to honor all qualify as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder at any time during the Swap Guarantee Eligibility Period in respect of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.8, or otherwise under this Guarantee, as it relates to such other Credit Partyany relevant guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each such Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until all Guaranteed Obligations and the termination obligations of this Agreementeach Guarantor under Section 2 shall have been paid in full and the Commitments shall have been terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.8 constitute, and this Section 3.10 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.28, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.28 constitute, and this Section 3.10 9.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until the termination Loans, the Reimbursement Obligations and the other Obligations (other than Borrower Hedge Agreement Obligations and Guarantor Hedge Agreement Obligations) shall have been paid in full, the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.8 constitute, and this Section 3.10 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Specified Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Specified Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Obligations (other than Specified Cash Management Obligations, Specified Swap Obligations or contingent indemnification obligations and other contingent obligations, in each case not then due or asserted). Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until all the termination Borrower Secured Obligations, the Foreign Secured Obligations and the obligations of each Guarantor under the guarantee contained in this AgreementSection 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.8 constitute, and this Section 3.10 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this 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 as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the Subsidiary Guarantee Agreement in respect of Secured Swap Obligations (other than to the extent Obligations; provided, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement or the Subsidiary Guarantee Agreement 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 until the termination of this AgreementGuaranteed Obligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 4832-2498-4973

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this Guaranty Agreement in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 3.10 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1032, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty 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 until the termination payment in full and discharge of the Obligations guaranteed under this Guaranty Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 32 constitute, and this Section 3.10 32 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Obligated Party to honor all of each such Credit other Obligated Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan 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 until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Obligated Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Qualified Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.24, or otherwise under this Guarantee, as it relates to such other Credit Partythe 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 9.24 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Qualified Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.24 constitute, and this Section 3.10 9.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor (including the Borrower) Party at the time that this Agreement Guaranty becomes effective with respect to any Swap 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 Credit Party Guarantor that is not then an "eligible contract participant" under the Commodity Exchange Act (a "Specified Guarantor") to honor all of each such Credit Party’s Swap its obligations under this Guaranty in respect of Hedging Obligations (other than but, in each case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 30 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 until the termination of this Agreementobligations guarantied hereby have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Party intends that this Section 3.10 to constitute, and this Section 3.10 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of of, each other Credit Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including of the Borrower) at Parent and the time this Agreement becomes effective with respect to any Swap Obligation, Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under its Guaranty and the other Credit Documents in respect of obligations under Hedging Arrangements with a Hedge Counterparty constituting Obligations hereunder (provided, however, that each such Credit Party’s Swap Obligations (other than to of the extent that such Credit Party is Parent and the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Borrower shall only be liable under this Section 3.10 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.19, or otherwise under this Guarantee, as it relates to such other the Credit PartyDocuments, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor of the Parent and the Borrower under this Section 9.19 shall remain in full force and effect until all of Obligations and any amounts payable under this Agreement have been indefeasibly paid and performed in full and the termination of this AgreementRevolving Commitments have terminated. Each Qualified ECP Guarantor of the Parent and the Borrower intends that this Section 3.10 9.19 constitute, and this Section 3.10 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.