Common use of Keepwell Clause in Contracts

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 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 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.11, or the Guarantee otherwise under this Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit have terminated remains outstanding (unless such Letters except any Letter of Credit have the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Guarantor as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee Guaranty and the other Credit Loan Documents in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section 10.10 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 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 under this Section 9.18 10.10 shall remain in full force and effect until the Total Commitment date upon which all Commitments under this Agreement have been terminated and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.10 constitute, and this Section 9.18 10.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Guarantor as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee Guaranty and the other Credit Loan Documents in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment date upon which all Commitments under this Agreement have been terminated and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.11, or the Guarantee otherwise under this Guarantee, 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 9.18 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit have terminated remains outstanding (unless such Letters except any Letter of Credit have the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Guarantor as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee Guaranty and the other Credit Loan Documents in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until the Total Commitment Obligations have been indefeasibly paid and performed in full and all Letters of Credit have terminated (unless such Letters of Credit Commitments have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeterminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes Guarantor in accordance with § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.13, or the Guarantee otherwise under this Guaranty, 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 9.18 11.13 shall remain in full force and effect until the Total Commitment termination of the Aggregate Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations (x) obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Hedge Agreements or and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not then dueyet accrued and payable) are paid in full and the expiration or the release termination or cash collateralization of such Guarantor in accordance with Section 25 all Letters of the GuaranteeCredit. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.13 constitute, and this Section 9.18 11.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 9.18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 9.18, or the Guarantee otherwise under this 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 9.18 shall remain in full force and effect until the Total Commitment termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit have terminated (unless such other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteemade). Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Guaranteed Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then dueas to which no claim has been asserted) are have been indefeasibly paid in full and the commitments relating thereto have expired or the release of terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as hereinafter defined) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such all Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 21 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 21, or the Guarantee otherwise under this Guaranty, 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 9.18 21 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations shall have been Cash Collateralized on terms fully and conditions set forth finally performed and indefeasibly paid in Section 3.8 hereoffull in cash (other than Unliquidated Obligations) and the Loans and Unpaid Drawings, together with interest, fees Commitments and all other Obligations (other than Hedging Obligations under Secured Hedging AgreementsFacility LCs shall have terminated or expired or, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) in the case of all Facility LCs, are paid in full or fully collateralized on terms reasonably acceptable to the release of such Guarantor in accordance with Section 25 of the GuaranteeAdministrative Agent. Each Qualified ECP Guarantor intends that this Section 9.18 to 21 constitute, and this Section 9.18 21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article X in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full in cash of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article X in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article X, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCredit Party Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (but, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its obligations and undertakings under this Section 4 in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Specified Loan Party to honor all of its such Specified Loan Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor that is not a Qualified ECP Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty Agreement in respect of such any Swap Obligation that would otherwise be an Excluded Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 34 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 34, or the Guarantee otherwise under this Guaranty 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 9.18 34 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid payment in full or the release of such Guarantor in accordance with Section 25 and discharge of the Guarantee. Obligations guaranteed under this Guaranty Agreement Each Qualified ECP Guarantor intends that this Section 9.18 to 34 constitute, and this Section 9.18 34 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are indefeasibly paid in full and the commitments relating thereto have expired or the release of terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any of Borrower or any Guarantor hereunder to honor all of its such Person’s obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 6.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 6.9, or the Guarantee otherwise under this Agreement, voidable under applicable law Applicable Law, including 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 9.18 6.9 shall remain in full force and effect until all of the Total Commitment Obligations and all other amounts payable under this Agreement shall have been paid in full in cash (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided ▇▇▇▇▇▇ and Bank Product Obligations), all Letters of Credit shall have expired or been terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements Commitments shall have expired or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 9.18 to 6.9 constitute, and this Section 9.18 6.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 8.10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 8.10, or the Guarantee otherwise under this 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 9.18 8.10 shall remain in full force and effect until the Total Commitment and this Agreement is terminated, all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 (other than contingent obligations for which no claim has been made) and all of the GuaranteeLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 8.10 constitute, and this Section 9.18 8.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Document, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article X in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article X, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCredit Party Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange ActAct or any regulations promulgated thereunder.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation (butObligations; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 16, or the Guarantee otherwise under this Guaranty, 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 9.18 16 shall remain in full force and effect until the Total Commitment Guaranteed Obligations are paid in full (other than contingent, unasserted indemnification obligations and obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable), the expiration or termination of all Letters of Credit have terminated (unless such other than Letters of Credit have been that are Cash Collateralized on terms or back-stopped by a letter of credit in form, amount and conditions set forth in Section 3.8 hereofsubstance reasonably satisfactory to the applicable L/C Issuer) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release termination of such Guarantor in accordance with Section 25 of the GuaranteeCommitments. Each Qualified ECP Guarantor intends that this Section 9.18 to 16 constitute, and this Section 9.18 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 Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article X in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCredit Party Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents guaranty given hereby in respect of such the Swap Obligation (butObligations; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.08 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 4.08, or otherwise under the Guarantee guaranty given hereby, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.08 shall remain in full force and effect until the Total Commitment and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) the Commitments and the Loans and Unpaid Drawingsrepayment, together with interest, fees and satisfaction or discharge of all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or (i) contingent indemnification obligations not then dueas to which no claim has been asserted, (ii) are paid Obligations described in full or the release of such Guarantor in accordance with Section 25 clauses (b) and (c) of the Guaranteedefinition thereof and (iii) any Letter of Credit that has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the L/C Issuer or such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the L/C Issuer). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.08 constitute, and this Section 9.18 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 15.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 15.14, or the Guarantee otherwise under this guarantee, 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 Keepwell Provider under this Section 9.18 15.14 shall remain in full force and effect until all of the Total Commitment Secured Obligations have been indefeasibly paid and all Letters performed in full (or with respect to any outstanding Facility LCs, a cash deposit or Supporting Letter of Credit have terminated (unless such Letters of has been delivered to the Collateral Agent as required by the Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereofAgreement) and no commitments of the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full Collateral Agent or the release of such Guarantor in accordance with Section 25 of the GuaranteeLenders which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 15.14 constitute, and this Section 9.18 15.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for or the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.8, or the Guarantee otherwise under this Section 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Keepwell Provider under this Section 9.18 2.8 shall remain in full force and effect until such time as the Total Commitment Loans, the Reimbursement Obligations and all the other obligations under the Loan Documents (other than obligations under or in respect of Specified Swap Agreements and Specified Cash Management Agreements and contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been paid in full, the Commitments have been terminated and no Letters of Credit have terminated are outstanding (unless such Letters Letter of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeis Collateralized). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 2.8 constitute, and this Section 9.18 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty, the Collateral Documents and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee11.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article 10, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article 10 in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article 10, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCredit Party Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

Keepwell. Each Credit Party that is a Without limiting anything in this Section 11, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Section 11 in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 11.13, or the Guarantee otherwise under this Section 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 11.13 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.13 constitute, and this Section 9.18 11.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Hedging Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Hedging Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations Obligations under its Guarantee and the other Credit Documents in respect of such Swap Hedging Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Section 9.18 22.13, or the Guarantee otherwise under this Agreement or any other Credit Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor under this Section 9.18 Article 22 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full and the commitments relating thereto have expired or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Guarantor intends this Section 9.18 22.13 to constitute, and this Section 9.18 22.13 shall be deemed to constitute, a guarantee of the obligations Obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Section 11, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Section 11 in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 11.13, or the Guarantee otherwise under this Section 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 11.13 shall remain in full force and effect until termination of the Total Commitment Commitments and Payment in Full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.13 constitute, and this Section 9.18 11.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Guarantor as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee of the Guaranteed Obligations and the other Credit Loan Documents in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment date upon which all Commitments under this Agreement have been terminated and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.14, or the Guarantee otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall 7.14 will remain in full force and effect until the Total Commitment Obligations have been paid in full and the Revolving Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have terminated expired (unless such Letters of Credit without any pending drawing) or have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements cancelled or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor cash collateralized in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.14 constitute, and this Section 9.18 shall 7.14 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.11, or the Guarantee otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters Loans or other Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit have terminated remains outstanding (unless such Letters except any Letter of Credit have the Outstanding Amount of which the Guaranteed Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a back-stop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.11, or the Guarantee otherwise under this Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit have terminated remains outstanding (unless such Letters except any Letter of Credit have the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Pages Follow]

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Specified Loan Party to honor all of its such Specified Loan Party’s obligations under its Guarantee the Guaranty Agreement and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 12.8 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 12 [Guaranty], voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 12.8 [Keepwell] shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth Payment in Section 3.8 hereof) and the Loans and Unpaid DrawingsFull, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.11. Each Qualified ECP Guarantor intends that this Section 9.18 to 12.8 [Keepwell] constitute, and this Section 9.18 12.8 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its this Guarantee and the other Credit Documents in respect of such a Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.13 or the Guarantee otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 10.13 shall remain in full force and effect until the Total Commitment and termination of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeSwap Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.13 constitute, and this Section 9.18 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 68. The Commitment Schedule is hereby deleted in its entirety and replaced with the commitment schedule attached to Schedule I hereto. 69. Schedule 1.01(a) of the Credit Agreement is hereby reaffirmed by the Company and attached hereto as Schedule II hereto. 70. The Exhibits attached hereto as Exhibit A are hereby added to the Credit Agreement as Exhibits F-1 through F-4.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such Swap Obligation Obligations constituting Hedging Obligations owing to a Hedge Creditor (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.07, or the Guarantee otherwise under this guarantee, 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 9.18 2.07 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeTermination Date. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.07 constitute, and this Section 9.18 2.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (d) Section 4.03 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following text immediately before the period (“.”) at the end of the first sentence of such Section: “provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.8, or the Guarantee otherwise under this guarantee, 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 Keepwell Provider under this Section 9.18 2.8 shall remain in full force and effect until such time as the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) Loans, the Reimbursement Obligations and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management in respect of Hedge Agreements or and other than contingent indemnification indemnity obligations not then duedue and payable) are shall have been paid in full full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit that are cash collateralized or backstopped on terms reasonably satisfactory to the release of such Guarantor in accordance with Section 25 of the Guaranteeapplicable Issuing Lender). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 2.8 constitute, and this Section 9.18 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a The Borrower shall, and shall cause each other Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit DocumentsGuarantor, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Restricted Person to honor all of its obligations under its Guarantee and the other Credit Security Documents in respect of such Swap Obligation Lender Hedging Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.16, or the Guarantee otherwise under any Security Document, as it relates to such other Restricted Person, 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 9.18 10.16 shall remain in full force and effect until the Total Commitment Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents (other than contingent indemnification obligations) shall have been paid in full in immediately available funds and all Letters of Credit shall have expired or terminated (unless such Letters of Credit or been cash collateralized and all Matured LC Obligations shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteereimbursed. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.16 constitute, and this Section 9.18 10.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Restricted Person 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 15.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 15.14, or the Guarantee otherwise under this guarantee, 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 Keepwell Provider under this Section 9.18 15.14 shall remain in full force and effect until all of the Total Commitment Secured Obligations have been indefeasibly paid and all Letters performed in full (or with respect to any outstanding Facility LCs, a cash deposit or Supporting Letter of Credit have terminated (unless such Letters of has been delivered to the Collateral Agent as required by the Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereofAgreement) and no commitments of the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full Collateral Agent or the release of such Guarantor in accordance with Section 25 of the GuaranteeSecured Parties which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 15.14 constitute, and this Section 9.18 15.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for or the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.14, or the Guarantee otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall 7.14 will remain in full force and effect until the Total Commitment Guaranteed Obligations have been paid in full and the Revolving Credit Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have terminated expired (unless such Letters of Credit without any pending drawing) or have been cancelled or Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.14 constitute, and this Section 9.18 shall 7.14 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any other Wholly Owned Holdco Guarantor hereunder to honor all of its such Wholly Owned Holdco Guarantor’s obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Guaranteed Obligations, including any Swap Obligation (butObligations, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.9, or the Guarantee otherwise under this Agreement, as it relates to such Wholly Owned Holdco Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 2.9 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeDebt Termination Date. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.9 constitute, and this Section 9.18 2.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.14, or the Guarantee otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall 7.14 will remain in full force and effect until the Total Commitment Obligations have been paid in full and the Revolving Credit Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have terminated expired (unless such Letters of Credit without any pending drawing) or have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements cancelled or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor cash collateralized in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.14 constitute, and this Section 9.18 shall 7.14 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the this Agreement or any other Credit Documents Loan Document in respect of such Swap Obligation Obligations; provided, however, that in the event that in any action or proceeding involving any state, federal, provincial, territorial or foreign corporate law, or any state, federal, provincial, territorial or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, the obligations of any Qualified ECP Guarantor under this Section 11.24 shall be held or determined to be void, avoidable, invalid or unenforceable (butincluding because of Section 548 of the Bankruptcy Code or any applicable Insolvency Laws or any applicable state, in each caseprovincial, only up territorial or federal Law relating to fraudulent conveyances or transfers, preferences or transfers at an undervalue), then, notwithstanding any other provision of this Section 11.24 to the maximum contrary, the amount of such liability that can be hereby incurred without rendering of such Qualified ECP Guarantor’s obligations and undertakings Guarantor under this Section 9.18 11.24 shall, without any further action by any Loan Party, the Administrative Agent or any Secured Party, be automatically limited and reduced to the Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, highest amount that is valid and not for any greater amount)enforceable. The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.24 shall remain in full force and effect until the Total Commitment termination of the Commitments and all Letters Dollar Working Capital Facility Uncommitted Tranche Portions and payment in full of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.24 constitute, and this Section 9.18 11.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Supported Guarantor for such Supported Guarantor to honor all of its obligations under its qualify as an Eligible Contract Participant during the Swap Guarantee and the other Credit Documents Eligibility Period in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.8, or the Guarantee otherwise under this Guarantee, 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 Keepwell Provider under this Section 9.18 2.8 shall remain in full force and effect until the Total Commitment and all Letters obligations of the Borrowers under the Credit Agreement have expired, been discharged or have otherwise been terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 the terms of the GuaranteeCredit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 2.8 constitute, and this Section 9.18 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Supported Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.09 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.09, or the Guarantee otherwise under this guarantee, 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 9.18 2.09 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging in respect of Specified Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or and contingent indemnification obligations and reimbursement obligations, in each case, that are not then dueyet due and payable and for which no claim has been asserted) are have been paid in full in cash or immediately available funds and the release of such Guarantor in accordance with Section 25 of Lenders have no further commitment to lend under the GuaranteeCredit Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.09 constitute, and this Section 9.18 2.09 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid in full (other than contingent and conditions set forth in Section 3.8 hereofindemnified obligations not then due and owing) and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Borrower hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Borrower to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Borrower shall only up to be liable under this Section 10.22 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.22, or the Guarantee otherwise under this Agreement, as it relates to such Borrower, 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 9.18 10.22 shall remain in full force and effect until the Total so long as any Lender shall have any Revolving Credit Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawingshereunder, together with interest, fees and all any Loan or other Obligations ABL Obligation hereunder (other than Hedging ABL Obligations under Secured Hedging Agreements, Cash Management Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Secured Party have been made) which is accrued and payable shall remain unpaid or contingent indemnification obligations not then due) are paid in full unsatisfied, or any Letter of Credit shall remain outstanding (unless the release of such Guarantor in accordance with Section 25 Outstanding Amount of the GuaranteeL/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place). Each Qualified ECP Guarantor Borrower intends that this Section 9.18 to 10.22 constitute, and this Section 9.18 10.22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Borrower 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (but, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawingscommitments relating thereto have expired or terminated, together or, with interestrespect to any Guarantor, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsif earlier, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor is released from its obligations and undertakings under this Section 4 in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any other Wholly Owned Opco Guarantor hereunder to honor all of its such Wholly Owned Opco Guarantor’s obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Guaranteed Obligations, including any Swap Obligation (butObligations, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 3.5 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 3.5, or the Guarantee otherwise under this Agreement, as it relates to such Wholly Owned Opco Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 3.5 shall remain in [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeDebt Termination Date. Each Qualified ECP Guarantor intends that this Section 9.18 to 3.5 constitute, and this Section 9.18 3.5 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article XI, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article XI becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article XI in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 11.11, or the Guarantee otherwise under this Article XI, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other U.S. Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.10, or the Guarantee otherwise under this Guaranty, 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 9.18 11.10 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Hedging Agreements or Treasury Services Agreements as to which arrangements satisfactory to the applicable Bank Product Provider shall have been made) and the expiration or termination of all Letters of Credit have terminated (unless such or, in the case of Letters of Credit have been Cash Collateralized on terms and conditions set forth Credit, cash collateralized in Section 3.8 hereof) a manner acceptable to the Administrative Agent and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeapplicable Issuing Lenders). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.10 constitute, and this Section 9.18 11.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other U.S. Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor or Obligated Foreign Subsidiary that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor or such Obligated Foreign Subsidiary under its Guarantee and the other Credit Documents this Article X in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article X, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCredit Party Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor and Obligated Foreign Subsidiary that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee the Guaranty and the other Credit Documents Security Agreement in respect of such Swap Obligation Obligations under any Secured Rate Contract (but, in provided that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.23, or otherwise under the Guarantee 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 and undertakings of each Qualified ECP Guarantor under this Section 9.18 10.23 shall remain in full force and effect until the Total Commitment and all Letters guarantees in respect of Credit have terminated (unless such Letters of Credit Swap Obligations under each Secured Rate Contract have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawingsdischarged, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full otherwise released or the release of such Guarantor terminated in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.23 constitute, and this Section 9.18 10.23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.13 (Keepwell) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.13 (Keepwell), or the Guarantee otherwise under this Guaranty, 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 9.18 7.13 (Keepwell) shall remain in full force and effect until the Total Commitment Guaranteed Obligations have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated (unless such Letters of Credit expired or have been cancelled or Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeat least 102% coverage. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.13 (Keepwell) constitute, and this Section 9.18 7.13 (Keepwell) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Guaranty, 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 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor discharged in accordance with Section 25 of the Guarantee13.3. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ ​ “BORROWER” ​ ​ ​ ALPINE INCOME PROPERTY OP, LP, ​ a Delaware limited partnership By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​

Keepwell. Each Credit Party Obligor that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Obligor to honor all of its such other Obligor's obligations under its this Clause 19 (Guarantee and Indemnity – Hedge Guarantors), or (as the other Credit Documents case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), in respect of the Hedging Obligations guaranteed hereby (provided that each Obligor that provides such Swap Obligation undertaking shall be liable under this Clause 19.11 (but, in each case, Applicability of provisions of Guarantee to other Security) only up to for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Clause 19.11 (Applicability of provisions of Guarantee to other Security), or otherwise under Clause 19 (Guarantee and Indemnity – Hedge Guarantors) or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), 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 Each Obligor intends that this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated Clause 19.9 (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereofKeepwell) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee. Each Qualified ECP Guarantor intends this Section 9.18 to constituteconstitutes, and this Section 9.18 Clause 19.9 (Keepwell) shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, of each Specified Credit Party other Obligor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.8, or the Guarantee otherwise under this guarantee, 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 Keepwell Provider under this Section 9.18 2.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) Loans, the Reimbursement Obligations and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreementsin respect of Specified Swap Agreements or, Cash Management Obligations under Secured Specified Cash Management Agreements or contingent indemnification obligations not then dueSpecified Bank Guarantees) are shall have been paid in full full, the Commitments have been terminated and no Letters of Credit (other than Letters of Credit cash collateralized or backstopped in a manner satisfactory to the release of such Guarantor in accordance with Section 25 of the GuaranteeIssuing Lender) shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 2.8 constitute, and this Section 9.18 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.13, or the Guarantee otherwise under this Guaranty, 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 9.18 7.13 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated expired or been cancelled (unless such other than Letters of Credit as to which other arrangements satisfactory to the Issuing Banks shall have been made (which arrangements may include Cash Collateralized on terms and conditions set forth Collateral or backstop letters of credit satisfactory to such Issuing Bank in Section 3.8 hereof) and an amount equal to the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeMinimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 9.18 to 7.13 constitute, and this Section 9.18 7.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Subsidiary Guarantor as may be needed by such Specified Credit Party Subsidiary Guarantor from time to time to honor all of its obligations under its Guarantee this Agreement and the other Credit Loan Documents to which it is a party in respect of such Swap Obligation Obligations that would, in absence of the agreement in this subsection 9.17, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee subsection 9.17 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 9.18 subsection 9.17 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 subsection 9.17 to constitute, and this Section 9.18 subsection 9.17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party Subsidiary Guarantor for all purposes of the Commodity Exchange Act. The amendments to the Guarantee and Collateral Agreement are limited to the extent specifically set forth above and, except as provided in this Section 3, no other terms, covenants or provisions of the Guarantee and Collateral Agreement are intended to be affected hereby.

Keepwell. Each Credit Party Domestic Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Domestic Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Hedging Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Hedging Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations Obligations under its Guarantee and the other Credit Documents in respect of such Swap Hedging Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Section 9.18 21.13, or the Guarantee otherwise under this Agreement or any other Credit Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Domestic Guarantor under this Section 9.18 Article shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full and the commitments relating thereto have expired or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Domestic Guarantor intends this Section 9.18 21.13 to constitute, and this Section 9.18 21.13 shall be deemed to constitute, a guarantee of the obligations Obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 2.09 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.09, or the Guarantee otherwise under this guarantee, 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 Keepwell Provider under this Section 9.18 2.09 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging in respect of Specified Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements or and contingent indemnification obligations and reimbursement obligations, in each case, that are not then dueyet due and payable and for which no claim has been asserted) are have been paid in full in cash or immediately available funds and the release Lenders have no further commitment to lend under the Credit Agreement, the L/C Exposure has been reduced to zero and each Issuing Bank has no further obligations to issue Letters of such Guarantor in accordance with Section 25 of Credit under the GuaranteeCredit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 2.09 constitute, and this Section 9.18 2.09 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of any guarantee of or obligation of such other Guarantor to pay or perform under any Secured Hedge Agreement that constitutes a Swap Obligation (butObligation; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 13, or the Guarantee otherwise under this Guaranty, 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 9.18 13 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees Guaranteed Obligations and all other Obligations amounts payable under this Guaranty shall have been paid in full in cash (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations contingent indemnification or other contingent obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements, in each case, as to which no claim has been asserted), the expiration or contingent indemnification obligations not then duetermination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized) are paid in full and the expiration or the release of such Guarantor in accordance with Section 25 termination of the GuaranteeAggregate Commitments. Each Qualified ECP Guarantor intends that this Section 9.18 to 13 constitute, and this Section 9.18 13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. Each Credit Party that is a Qualified ECP Guarantor has total assets exceeding $10,000,000 at the time the Guarantee this Guaranty or the grant of the relevant security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to a Swap Obligation or such other Credit Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any Swap Obligationregulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act (each, a “Qualified ECP Guarantor”) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 15 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 Guaranty, or the Guarantee any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Guaranteed Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification and expense reimbursement obligations not then duedue or asserted) are shall have been paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 15 constitute, and this Section 9.18 15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any of Borrower or any Guarantor hereunder to honor all of its such Person’s obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 6.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 6.9, or the Guarantee otherwise under this Agreement, voidable under applicable law Applicable Law, including 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 9.18 6.9 shall remain in full force and effect until all of the Total Commitment Obligations and all other amounts payable under this Agreement shall have been paid in full in cash (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided H▇▇▇▇▇ and Bank Product Obligations), all Letters of Credit shall have expired or been terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements Commitments shall have expired or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 9.18 to 6.9 constitute, and this Section 9.18 6.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party of Borrower and each Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.12, or the Guarantee otherwise under this Guaranty, 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 and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment Guaranteed Obligations have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated expired (unless such Letters of Credit without any pending drawing) or have been cancelled or Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeat least [REDACTED – Percentage] coverage. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.12 constitute, and this Section 9.18 7.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Guarantor as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee Guaranty and the other Credit Loan Documents in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section 10.10 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 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 under this Section 9.18 10.10 shall remain in full force and effect until the Total Commitment date upon which all Commitments under this Agreement have been terminated and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.10 constitute, and this Section 9.18 10.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 241

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this ‎Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 ‎Section 11.11, or the Guarantee otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 ‎Section 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters Loans or other Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit have terminated remains outstanding (unless such Letters except any Letter of Credit have the Outstanding Amount of which the Guaranteed Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a back-stop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to ‎Section 11.11 constitute, and this Section 9.18 ‎Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation Guarantor as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee of the Guaranteed Obligations and the other Credit Financing Documents in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article 11 voidable under applicable law relating to fraudulent conveyance or fraudulent *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment date upon which all Commitments under this Agreement have been terminated and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 8.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 8, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 8.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Swap Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full and the commitments relating thereto have expired or the release of terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 8.8 constitute, and this Section 9.18 8.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its such Specified Credit Party’s obligations under its Guarantee the Guaranty and the other Credit Collateral Documents in respect of such Swap Obligation Obligations (butprovided, in that, each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee SECTION 4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are indefeasibly paid in full and the commitments relating thereto have expired or the release of terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 25 of the Guarantee10.10(a). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.8 constitute, and this Section 9.18 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 Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.14, or the Guarantee otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall 7.14 will remain in full force and effect until the Total Commitment Guaranteed Obligations have been paid in full and the Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have terminated expired (unless such Letters of Credit without any pending drawing) or have been cancelled or Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.14 constitute, and this Section 9.18 shall 7.14 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 164 [[8076235]]

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at that is the time the Guarantee Company or the grant a Domestic Subsidiary of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Company hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor will only up to be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.13, or the Guarantee otherwise under this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall 7.13 will remain in full force and effect until the Total Commitment Guaranteed Obligations have been paid in full and the Revolving Credit Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have terminated expired (unless such Letters of Credit without any pending drawing) or have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements cancelled or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor cash collateralized in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.13 constitute, and this Section 9.18 shall 7.13 will be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 3.15 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 3.15, or the Guarantee otherwise under this Guaranty, 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 9.18 3.15 shall remain in full force and effect until all Commitments under the Total Commitment Credit Agreement have terminated, all Loans or other Obligations thereunder which are accrued and all Letters of Credit have terminated (unless such Letters of Credit payable have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations paid or satisfied (other than Hedging Obligations arising under any Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent Agreement and other than inchoate indemnification obligations not then due) are paid and any unasserted expense reimbursement obligations), and no Letter of Credit remains outstanding (except any Letter of Credit which has been cash collateralized or for which a backstop letter of credit reasonably satisfactory to the Issuing Bank has been put in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 3.15 constitute, and this Section 9.18 3.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its this Guarantee and the other Credit Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 8.11 or the otherwise under this Guarantee 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 9.18 8.11 shall remain in full force and effect until the Total Commitment termination of the Commitments and payment in full in cash of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeLoan Documents. Each Qualified ECP Guarantor intends that this Section 9.18 to 8.11 constitute, and this Section 9.18 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (e) Schedule 3.6 to the Security Agreement is hereby replaced in its entirety with Schedule 3.6 attached hereto. (f) Schedule 3.12 to the Security Agreement is hereby replaced in its entirety with Schedule 3.12 attached hereto.

Keepwell. (a) Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 8.11, or the Guarantee otherwise under this 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 9.18 8.11 shall remain in full force and effect until the Total Commitment and this Agreement is terminated, all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or (other than contingent obligations for which no claim has been made and liquidated that by the release of such Guarantor in accordance with Section 25 express terms of the GuaranteeLoan Documents survive termination thereof and/or payment in full of the Obligations) and all of the Lenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 8.11 constitute, and this Section 9.18 8.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such all Swap Obligation Obligations to which the Borrower or a Guarantor is a Swap Counterparty (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable hereunder for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 or the Guarantee Guaranty 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 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Party Obligations shall have been Cash Collateralized on terms fully and conditions set forth finally performed and indefeasibly paid in Section 3.8 hereoffull in cash (other than Unliquidated Obligations) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements Commitments shall have terminated or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeexpired. Each Qualified ECP Guarantor intends that this Section 9.18 to section constitute, and this Section 9.18 section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.13, or the Guarantee otherwise under this Guaranty, 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 9.18 7.13 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated expired or been cancelled (unless such other than Letters of Credit as to which other arrangements satisfactory to Issuing Bank shall have been made (which arrangements may include Cash Collateralized on terms and conditions set forth Collateral or backstop letters of credit satisfactory to Issuing Bank in Section 3.8 hereof) and an amount equal to the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeMinimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 9.18 to 7.13 constitute, and this Section 9.18 7.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.12, or the Guarantee otherwise under this Guaranty, 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 Borrower. The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment Guaranteed Obligations have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated expired (unless such Letters of Credit without any pending drawing) or have been cancelled or Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeat least [REDACTED – Percentage] coverage. Each Qualified ECP Guarantor intends that this Section 9.18 to 7.12 constitute, and this Section 9.18 7.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such all Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 24 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 24, or the Guarantee otherwise under this Guaranty, 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 9.18 24 shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full in cash (other than Unliquidated Obligations (as defined below) and the Total Commitment undrawn stated amount under Facility LCs) and the Commitments and all Letters of Facility LCs issued under the Credit Agreement shall have terminated (unless such Letters or expired or, in the case of Credit all Facility LCs, shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCollateralized. Each Qualified ECP Guarantor intends that this Section 9.18 to 24 constitute, and this Section 9.18 24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. (a) Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 8.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 8.14, or the Guarantee otherwise under this 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 9.18 8.14 shall remain in full force and effect until the Total Commitment and this Agreement is terminated, all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 (other than contingent obligations for which no claim has been made) and all of the GuaranteeLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 8.14 constitute, and this Section 9.18 8.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, 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 Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Obligor which is a Subsidiary to honor all of its obligations under its Guarantee and the other Credit Documents any Guaranty in respect of such all Swap Obligation Obligations (butprovided, in each casehowever, that Borrower shall only up to be liable under this Section 5.01(q) for the maximum amount of such liability that can be hereby incurred and still remain an “eligible contract participant” as defined in the Commodity Exchange Act and also without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 5.01(q), or the Guarantee otherwise under this Agreement or any other Transaction Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 9.18 5.01(q) shall remain in full force and effect until the Total Commitment and (a) all Letters of Credit have terminated (unless such Letters of Credit Borrower’s Obligations have been Cash Collateralized on terms fully, finally and conditions set forth indefeasibly paid in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations cash (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements contingent or contingent indemnification similar obligations not then dueyet due and payable and any of Borrower’s Obligations for which Credit Support has been provided), (b) are paid neither Agent nor any Lender has any further commitment or obligation to advance funds, make loans, issue letters of credit and/or extend credit to or for the account or benefit of Borrower under this Agreement, any Note or any other Transaction Document, (c) no Swap Contracts between Borrower and any Lender remain in full effect and (d) each Guaranty has been terminated or the release of such Guarantor otherwise expired in accordance with Section 25 of the Guaranteeits terms. Each Qualified ECP Guarantor Borrower intends that this Section 9.18 to 5.01(q) constitute, and this Section 9.18 5.01(q) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Parent Guarantor at will, and will cause the time the Guarantee or the grant of the security interest under the Credit DocumentsBorrower and each Guarantor to, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by the Borrower or any Guarantor, as applicable, to honor all of its obligations under its Guarantee this Agreement and the any other Credit Documents Loan Document in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 8.18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 8.18, or otherwise under this Agreement or any other Loan Document, as it relates to the Guarantee Borrower, any Restricted Subsidiary or any Guarantor, as applicable, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and undertakings of each Qualified ECP Guarantor under this Section 9.18 8.18 shall remain in full force and effect until the Total Commitment Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated (unless such Letters of Credit have or been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor cash collateralized in accordance with Section 25 of the Guaranteethis Agreement) and all LC Disbursements shall have been reimbursed. Each Qualified ECP Guarantor The Borrower intends that this Section 9.18 to 8.18 constitute, and this Section 9.18 8.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit ofthe Borrower and any Guarantor, each Specified Credit Party as applicable, for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provision of such funds or other support as contemplated by this Section 8.18 shall in no event constitute Debt or Indebtedness and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, is in all respects permitted hereunder and thereunder.”

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Borrower hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Borrower to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Borrower shall only up to be liable under this Section 10.22 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.22, or the Guarantee otherwise under this Agreement, as it relates to such Borrower, 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 9.18 10.22 shall remain in full force and effect until the Total so long as any Lender shall have any Revolving Credit Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawingshereunder, together with interest, fees and all any Loan or other Obligations ABL Obligation hereunder (other than Hedging ABL Obligations under Secured Hedging Agreements, Cash Management Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and the applicable Secured Party have been made) which is accrued and payable shall remain unpaid or contingent indemnification obligations not then due) are paid in full unsatisfied, or any Letter of Credit shall remain outstanding (unless the release of such Guarantor in accordance with Section 25 Outstanding Amount of the GuaranteeL/C Obligations related thereto has been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place). Each Qualified ECP Guarantor Borrower intends that this Section 9.18 to 10.22 constitute, and this Section 9.18 10.22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ACTIVE 61134624v18 185

Keepwell. Each Credit Party Borrower that is a Qualified ECP Guarantor at the time the Guarantee joint and several liability under Section 2.14, the Subsidiary Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, Obligation hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents (including the Subsidiary Guaranty) to which it is a party in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorBorrower’s obligations and undertakings under this Section 9.18 or the Guarantee 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 Borrower that is a Qualified ECP Guarantor under this Section 9.18 10.21 shall remain in full force and effect until the Total Commitment Obligations have been indefeasibly paid and performed in full and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Borrower that is a Qualified ECP Guarantor intends this Section 9.18 10.21 to constitute, and this Section 9.18 10.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.. 150575819

Keepwell. Each Credit Party that is a Without limiting anything in this Article X, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article X in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 10.11 shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full in cash of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. |US-DOCS\140878708.9|| |US-DOCS\140878708.9||

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any of Borrower or any Guarantor hereunder to honor all of its such Person’s obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 6.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 6.9, or the Guarantee otherwise under this Agreement, voidable under applicable law Applicable Law, including 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 9.18 6.9 shall remain in full force and effect until all of the Total Commitment Obligations and all other amounts payable under this Agreement shall have been paid in full in cash (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Hedges and Bank Product Obligations), all Letters of Credit shall have expired or been terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements Commitments shall have expired or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 9.18 to 6.9 constitute, and this Section 9.18 6.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party of Borrower and each Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Obligor hereunder to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 29 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 29, or the Guarantee otherwise under this Guaranty, as it relates to such Obligor, 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 9.18 29 shall remain in full force and effect until the Total Commitment and date on which all Obligations have been paid in full in cash, all Letters of Credit have terminated been terminated, expired or cash collateralized (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeCredit Agreement) and all Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 29 constitute, and this Section 9.18 29 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Obligor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents Guaranty in respect of such Swap Obligation (butObligations; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.26 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.26, or the Guarantee otherwise under its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for of any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 2.26 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full and all Commitments are terminated or the release of such Guarantor in accordance with Section 25 of the Guaranteehave lapsed. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.26 constitute, and this Section 9.18 2.26 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding any other provisions of this Agreement or any other Loan Document, the Obligations guaranteed by any Guarantor or secured by any Lien granted by such Guarantor under any Loan Document shall exclude all Excluded Swap Obligations with respect to such Guarantor.”

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Guaranty, 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 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor discharged in accordance with Section 25 of the Guarantee13.3. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ ​ ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ “BORROWER” ​ ​ ​ ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership ​ ​ ​ BY: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​ ​ ​

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, The Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Subsidiary Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents Subsidiary Guaranty in respect of such Specified Swap Obligation Obligations (butprovided, in each casehowever, that the Borrower shall only up to be liable under this Section 5.10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 or the Guarantee 5.10 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 Borrower intends that this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee. Each Qualified ECP Guarantor intends this Section 9.18 to 5.10 constitute, and this Section 9.18 5.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ARTICLE VI Negative Covenants Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or been cash collateralized, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: SECTION

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.11, or the Guarantee otherwise under this Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full in cash (other than Secured Substitute L/C Obligations, Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations as to which no claim has been asserted and Cash Collateralized or backstopped Letters of Credit have terminated (unless such Letters Credit), and no Letter of Credit have remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 7.13, or the Guarantee otherwise under this Guaranty, 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 9.18 7.13 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated expired or been cancelled (unless such other than Letters of Credit as to which other arrangements satisfactory to the Issuing Bank shall have been made (which arrangements may include Cash Collateralized on terms and conditions set forth Collateral or backstop letters of credit satisfactory to the Issuing Bank in Section 3.8 hereof) and an amount equal to the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeMinimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 9.18 to 7.13 constitute, and this Section 9.18 7.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by the Borrower and each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 as it relates to such Borrower or the Guarantee other Guarantor, voidable under applicable law Legal Requirements relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor discharged in accordance with Section 25 of the Guarantee13.3. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of the Borrower and each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Monmouth Real Estate Investment Corporation By: Name: Title: Bank of Montreal, as L/C Issuer and as Administrative Agent By: Name: Title: [SIGNATURE PAGE TO CREDIT AGREEMENT-MONMOUTH REAL ESTATE INVESTMENT CORPORATION]

Keepwell. Each Credit Party that is The Borrower shall at all times designate a Qualified ECP Guarantor at (determined by the time the Guarantee or the grant of the security interest under the Credit Documents, Borrower in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly its sole discretion) and severally, such Qualified ECP Guarantor shall absolutely, unconditionally unconditionally, and irrevocably undertakes undertake to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in each casehowever, that such Qualified ECP Guarantor shall only up to be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.8, or the Guarantee otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each such Qualified ECP Guarantor under this Section 9.18 2.8 shall remain in full force and effect until all the Total Commitment Borrower Obligations and all Letters the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) shall be outstanding and the Loans and Unpaid DrawingsCommitments shall be terminated, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or notwithstanding that from time to time during the release term of the Credit Agreement the Borrower may be free from any Borrower Obligations. The Borrower certifies on behalf of such Guarantor in accordance with Section 25 of the Guarantee. Each Qualified ECP Guarantor that it intends that this Section 9.18 to 2.8 constitute, and this Section 9.18 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified Credit Party other Guarantor 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 4.10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 4.10, or the Guarantee otherwise under this Guarantee, 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 9.18 4.10 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters of Credit have terminated (unless such Letters of Credit Loans or other Obligations hereunder which are accrued and payable have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations paid or satisfied (other than in respect of Secured Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or and contingent indemnification obligations not then due) are paid yet due and owing), and no Letter of Credit remains outstanding (or any L/C Exposure has been cash collateralized, backstopped or deemed reissued under another agreement, in full or each case, in a manner reasonably satisfactory to the release of such Guarantor in accordance with Section 25 of the Guaranteeapplicable Issuing Bank). Each Qualified ECP Guarantor intends that this Section 9.18 to 4.10 constitute, and this Section 9.18 4.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other 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 at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Guarantor to honor all of its obligations under its this Guarantee and the other Credit Documents in respect of such a Swap Obligation Liability (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.13 or the Guarantee otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 10.13 shall remain in full force and effect until the Total Commitment and termination of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth Swap Liabilities included in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.13 constitute, and this Section 9.18 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (y) The Commitment Schedule and Schedule 3.10 to the Existing Credit Agreement are hereby deleted and replaced in their entirety with the corresponding schedules attached hereto and made a part hereof as Annex A.

Keepwell. Each Credit Party Domestic Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Domestic Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsDocuments by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Hedging Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Hedging Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations Obligations under its Guarantee and the other Credit Documents in respect of such Swap Hedging Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Section 9.18 22.13, or the Guarantee otherwise under this Agreement or any other Credit Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Domestic Guarantor under this Section 9.18 Article shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full and the commitments relating thereto have expired or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Domestic Guarantor intends this Section 9.18 22.13 to constitute, and this Section 9.18 22.13 shall be deemed to constitute, a guarantee of the obligations Obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 9.18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 9.18, or the Guarantee otherwise under this 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 9.18 shall remain in full force and effect until the Total Commitment Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) have been paid in full and all Letters of Credit have terminated (unless such Letters of Credit been Cash Collateralized, cancelled or have expired and all amounts drawn thereunder have been Cash Collateralized on terms and conditions set forth reimbursed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.