Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor all of each such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 7.13 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.133.10, or otherwise under this GuarantyGuarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fulltermination of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 3.10 constitute, and this Section 7.13 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.10, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.10 constitute, and this Section 7.13 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid in Fullfull in Cash. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty Obligations Guarantee in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.10, or otherwise under this GuarantyObligations Guarantee, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.10 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid in Fullfull and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 7.13 7.10 constitute, and this Section 7.13 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13Section, or otherwise under this Guaranty, the Guarantee as it relates to such Credit Party, Loan Party voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.11 shall remain in full force and effect until the Guaranteed termination and release of all Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor hereby Credit Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Credit Party, hereby absolutely unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Non-Qualifying Party hereunder to honor all of such Credit Non-Qualifying Party’s obligations under this Guaranty Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Credit Party shall only be liable under this Section 7.13 6.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.136.10, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 7.13 6.10 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in FullTermination Date. Each Qualified ECP Guarantor Credit Party intends that this Section 7.13 6.10 constitute, and this Section 7.13 6.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been indefeasibly Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.11, or otherwise under this Guarantythe Guarantee, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.11 shall remain in full force and effect until the Guaranteed termination and release of all Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations hereunder or under this Guaranty the Security Documents in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 14.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1314.9, or otherwise hereunder or under this Guaranty, as it relates to such Credit Partythe Security Documents, voidable under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 14.9 shall remain in full force and effect until the Guaranteed guarantees in respect of Swap Obligations shall have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 14.9 constitute, and this Section 7.13 14.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1311.11, or otherwise under this Guarantythe Guarantee, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 11.11 shall remain in full force and effect until the Guaranteed termination and release of all Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 11.11 constitute, and this Section 7.13 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.13 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.135.14, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or the other Loan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 5.14 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid Termination Date, in Fulleach case, in accordance with and subject to the limitations set forth in Section 9.05 of the Credit Agreement. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 5.16 constitute, and this Section 7.13 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 10.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 10.8 constitute, and this Section 7.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.138.10, or otherwise under this Guaranty, as it relates to such Credit Partyother Loan Party , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 8.10 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullaccordance with Section 8.07. Each Qualified ECP Guarantor intends that this Section 7.13 8.10 constitute, and this Section 7.13 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that ▇▇▇▇, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.10.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.136.09, or otherwise under this Guarantythe Guarantee, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 6.09 shall remain in full force and effect until the Payment in Full of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 6.09 constitute, and this Section 7.13 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 10.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 10.8 constitute, and this Section 7.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.132.9, or otherwise under this GuarantyGuarantee, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 2.9 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 2.9 constitute, and this Section 7.13 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty Guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 7.13 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1310.13, or otherwise under this Guaranty, as it relates to such Credit PartyGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 7.13 10.13 shall remain in full force and effect until the payment in full of the Guaranteed Obligations shall have been Paid in Fulland the release of such Qualified Keepwell Provider from its obligations hereunder pursuant to Section 9.02 of the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 7.13 10.13 constitute, and this Section 7.13 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under the guarantee contained in this Guaranty Section 2 in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.132.07, or otherwise under the guarantee contained in this GuarantySection 2, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 2.07 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid Payment in FullFull of the Obligations. Each Qualified ECP Guarantor intends that this Section 7.13 2.07 constitute, and this Section 7.13 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 8.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.138.09, or otherwise under this Guaranty, as it relates to such Credit Partyother Loan Party , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 8.09 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullaccordance with Section 8.06. Each Qualified ECP Guarantor intends that this Section 7.13 8.09 constitute, and this Section 7.13 8.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that the Borrower, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.09.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.8 or otherwise under this Guaranty, as it relates to such Credit Party, Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 18 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 18 constitute, and this Section 7.13 18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guarantythe Guarantee, as it relates to such Credit other Loan Party, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until this Agreement is terminated pursuant to the Guaranteed Obligations shall have been Paid in Fullterms hereof. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its Guarantee obligations under this Guaranty Article 11 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1311.10, or otherwise its Guarantee obligations under this Guaranty, as it relates to such Credit PartyArticle 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullsuch Qualified ECP Guarantor’s obligations under this Article 11 terminate pursuant to Section 11.8. Each Qualified ECP Guarantor intends that this Section 7.13 11.10 constitute, and this Section 7.13 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [the remainder of this page has been intentionally left blank] 1821445.29\C072091\0303228

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty guarantee in respect of Swap Obligations any 4823-9888-3206v7 7 Rate Management and Currency Protection Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 7.13 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.132.8, or otherwise under this Guaranty, as it relates to such Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 7.13 2.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid earlier of (i) Security Termination and (ii) such Qualified Keepwell Provider’s release herefrom in Fullaccordance with Section 8.3. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 7.13 2.8 constitute, and this Section 7.13 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 4823-9888-3206v7 8 SECTION 3.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder or Loan Guarantor to honor all of such Credit Party’s its obligations under this Loan Guaranty in respect of a Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.13 or otherwise under this Loan Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 7.13 10.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fulltermination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 7.13 10.13 constitute, and this Section 7.13 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [Signature Pages Follow.]

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other credit support as may be needed from time to time by any each other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty Agreement and otherwise under the Financing Documents in respect of Swap Obligations (provided, however, that that, each Qualified ECP Guarantor shall only be liable under this Section 7.13 5.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty5.17, as it relates to such Credit Party, or otherwise under this Agreement and otherwise under the Financing Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 5.17 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in FullDischarge Date. Each Qualified ECP Guarantor intends that this Section 7.13 5.17 constitute, and this Section 7.13 5.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act...

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Loan Party hereunder to honor all of such Credit Loan Party’s obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.11, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 7.11 shall remain in full force and effect for so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and premium, if any, and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document (including all of the Guaranteed Obligations Obligations) shall have been Paid paid in Fullfull (other than contingent indemnification obligations). Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 ‎8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13‎8.11, or otherwise under this Guarantythe Guarantee, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 ‎8.11 shall remain in full force and effect until the Guaranteed termination and release of all Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 ‎8.11 constitute, and this Section 7.13 ‎8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor honour all of such Credit Party’s its obligations under this Guaranty Credit Agreement and each other Loan Document to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 9.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.139.18, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullpayout of such Qualified ECP Guarantor’s obligations. Each Qualified ECP Guarantor intends that this Section 7.13 9.18 constitute, and this Section 7.13 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 18 or otherwise under this Guaranty, as it relates to such Credit Party, Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 18 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 18 constitute, and this Section 7.13 18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 10.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 10.8 constitute, and this Section 7.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 10.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 10.8 constitute, and this Section 7.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty its relevant Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.11, or otherwise under this Guarantyits Guarantee, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.11 shall remain in full force and effect until the Guaranteed termination and release of all Finance Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Loan Party hereunder to honor all of such Credit Loan Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.15, or otherwise under this Guaranty, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.15 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid in Fullfull and the Revolving Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 7.13 7.15 constitute, and this Section 7.13 7.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty its relevant Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.11, or otherwise under this Guarantyits Guarantee, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.11 shall remain in full force and effect until the Guaranteed termination and release of all Finance Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1314, or otherwise under this Guaranty, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 14 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid termination of this Guaranty in Fullaccordance with Section 13. Each Qualified ECP Guarantor intends that this Section 7.13 14 constitute, and this Section 7.13 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.for

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Loan Party hereunder to honor all of such Credit Loan Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each ​ ​ Qualified ECP Guarantor shall only be liable under this Section 7.13 7.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.15, or otherwise under this Guaranty, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.15 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid in Fullfull and the Revolving Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 7.13 7.15 constitute, and this Section 7.13 7.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. AMERICAS/2023134647.11 100

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty Loan Party Guarantee in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 7.11 or otherwise under this Guaranty, as it relates to such Credit Party, Loan Party Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.11 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s obligations under this Loan Party Guarantee in accordance with the Guaranteed Obligations shall have been Paid in Fullterms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by any each other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 13.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1313.10, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 12.18, the obligations of each Qualified ECP Guarantor under this Section 7.13 13.10 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid Payment in FullFull of the Obligations. Each Qualified ECP Guarantor intends that this Section 7.13 13.10 constitute, and this Section 7.13 13.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes of this Section, “

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.138.10, or otherwise under this Guaranty, as it relates to such Credit Partyother Loan Party , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 8.10 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullaccordance with Section 8.07. Each Qualified ECP Guarantor intends that this Section 7.13 8.10 constitute, and this Section 7.13 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that D▇▇▇, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.10.

Keepwell. Each Qualified ECP Guarantor hereby shall, and Borrower shall cause each Qualified ECP Guarantor to, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by any other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, section 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 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 to constitute, and this Section 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 other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) ,of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any other Credit Non-Qualifying Party hereunder to honor all of such Credit Non-Qualifying Party’s obligations under this Guaranty Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.13 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.136.15, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 6.15 shall remain in full force and effect until the Guaranteed Payment in Full of the Obligations shall have been Paid in Fulland the termination of this Agreement and the Other Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 6.15 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.150 074658.21069/130240014v.3

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the full and final payment and discharge of all Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 7.13 or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” 83 for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by any other each Specified Credit Party hereunder to honor all of such Specified Credit Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until all of the Guaranteed Obligations and all the obligations of the Guarantors shall have been Paid paid in Fullfull in cash and the Revolving Credit Commitments terminated. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its Guarantee obligations under this Guaranty Article 11 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1311.10, or otherwise its Guarantee obligations under this Guaranty, as it relates to such Credit PartyArticle 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullsuch Qualified ECP Guarantor’s obligations under this Article 11 terminate pursuant to Section 11.8. Each Qualified ECP Guarantor intends that this Section 7.13 11.10 constitute, and this Section 7.13 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 1 If this is in place prior to the Closing Date should refer to applicable credit agreement and ancillary documents.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 7.13 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.14, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall 7.14 will remain in full force and effect until the Guaranteed Obligations shall have been Paid paid in Fullfull, and all Term Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied. Each Qualified ECP Guarantor intends that this Section 7.13 7.14 constitute, and this Section 7.13 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any other Credit Non-Qualifying Party hereunder to honor all of such Credit Non Qualifying Party’s 's obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.13 7.1.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.1.9, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 7.1.9 shall remain in full force and effect until payment in full of the Guaranteed Obligations shall have been Paid in Fulland termination of this Agreement and the other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 7.1.9 constitute, and this Section 7.13 7.1.9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been indefeasibly Paid in FullFull in Cash. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 8.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.138.09, or otherwise under this Guaranty, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullaccordance with Section 8.06. Each Qualified ECP Guarantor intends that this Section 7.13 8.09 constitute, and this Section 7.13 8.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that the Borrower, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.09.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations hereunder or under this Guaranty the Security Documents in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 14.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1314.9, or otherwise hereunder or under this Guaranty, as it relates to such Credit Partythe Security Documents, voidable under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 14.9 shall remain in full force and effect until the Guaranteed guarantees in respect of Swap Obligations shall have been Paid discharged, or otherwise released or terminated in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 14.9 constitute, and this Section 7.13 14.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 13.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 13.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 13.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 13.8 constitute, and this Section 7.13 13.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Guaranteed Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.132.09, or otherwise under this Guaranty, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the a Discharge of Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 2.09 constitute, and this Section 7.13 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 7.13 or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The GS/Landec – Credit and Guaranty Agreement obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party as may be needed by such Specified Loan Party with respect to such Hedge Agreement from time to time by any other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Transaction Documents and/or Hedge Agreements in respect of Swap Obligations such Hedge Agreements (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, 14.11 voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section 7.13 14.11 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid termination of the Swap Intercreditor Agreement in Fullaccordance with the terms thereof. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 14.11 to constitute, and this Section 7.13 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 9.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 9.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 9.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 9.8 constitute, and this Section 7.13 9.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.10, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends ​ ​ that this Section 7.13 7.10 constitute, and this Section 7.13 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty the Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13Section, or otherwise under this Guaranty, the Guarantee as it relates to such Credit Party, Loan Party voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.11 shall remain in full force and effect until the Guaranteed termination and release of all Obligations shall have been Paid in Fullaccordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.13 7.11 constitute, and this Section 7.13 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. SECTION 8

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder Guarantor to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.132.8, or otherwise under this Guaranty, as it relates to such Credit Partyother Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 2.8 shall remain in full force and effect until the payment in full of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 2.8 constitute, and this Section 7.13 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Loan Party hereunder to honor all of such Credit Loan Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.15, or otherwise under this Guaranty, as it relates to such Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.15 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid in Fullfull and the Revolving Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 7.13 7.15 constitute, and this Section 7.13 7.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each TC “14.13 Keepwell. “ \f c \l “2” \* MERGEFORMAT AUTONF D3_TCEach Qualified ECP Guarantor hereby Loan Party, 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 any other Credit Loan Party hereunder to honor all of such Credit Loan Party’s obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.13 14.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1314.13, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement, voidable under applicable law Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 14.13 shall remain in full force and effect until Full Payment of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 14.12 constitute, and this Section 7.13 14.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.138.10, or otherwise under this Guaranty, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 8.10 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullaccordance with Section 8.07. Each Qualified ECP Guarantor intends that this Section 7.13 8.10 constitute, and this Section 7.13 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that the Borrower, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.10.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty and Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1310.19, or otherwise under this Guaranty, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have this Agreement has been Paid in Fullterminated pursuant to Section 10.16(a). Each Qualified ECP Guarantor intends that this Section 7.13 10.19 constitute, and this Section 7.13 10.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1 a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed payment in full of all Obligations shall have been Paid in Fulland cancellation or expiration or Cash Collateralization of all Letters of Credit. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be 111 deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Loan Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1310.14, or otherwise under this Loan Guaranty, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in FullTermination Date. Each Qualified ECP Guarantor intends that this Section 7.13 10.14 constitute, and this Section 7.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each If it is a Qualified ECP Guarantor hereby Credit Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Credit Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by any other Credit Non-Qualifying Party hereunder to honor all of such Credit Non‑Qualifying Party’s obligations under this Guaranty Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Credit Party shall only be liable under this Section 7.13 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.136.15, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 7.13 6.15 shall remain in full force and effect until payment in full of the Guaranteed Obligations shall have been Paid in Fulland termination of this Agreement and the Other Documents. Each Qualified ECP Guarantor Credit Party intends that this Section 7.13 6.15 constitute, and this Section 7.13 6.15 shall be deemed to constitute, constitute a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty Guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 7.13 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.1310.13, or otherwise under this Guaranty, as it relates to such Credit PartyGuarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 7.13 10.13 shall remain in 164 full force and effect until the payment in full of the Guaranteed Obligations shall have been Paid in Fulland the release of such Qualified Keepwell Provider from its obligations hereunder pursuant to Section 9.02 of the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 7.13 10.13 constitute, and this Section 7.13 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder Guarantor to honor all of such Credit Party’s its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 8.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.138.12, or otherwise under this Guaranty, as it relates to such Credit Partyother Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 8.12 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in Fullaccordance with this Guaranty. Each Qualified ECP Guarantor intends that this Section 7.13 constitute8.12 constitutes, and this Section 7.13 8.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.132.07, or otherwise under this GuarantyAgreement, as it relates to such Credit Partyother Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect with respect to such Qualified ECP Guarantor until the Guaranteed Obligations shall have been Paid termination of this Agreement or the release of such Guarantor in Fullaccordance with Section 4.13. Each Qualified ECP Guarantor intends that this Section 7.13 2.07 constitute, and this Section 7.13 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (b) The following text shall be inserted as a new Section 2.08 to the Guarantee Agreement:

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as ​ ​ may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 92 26203076.▇▇▇▇▇▇▇▇▇▇.8 ​ ​

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to honor honour all of such Credit Party’s its obligations under this Guaranty Agreement and each other Loan Document to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.139.18, or otherwise under this Guaranty, as it relates to such Credit PartyAgreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in Fullpayout of such Qualified ECP Guarantor’s obligations. Each Qualified ECP Guarantor intends that this Section 7.13 9.18 constitute, and this Section 7.13 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other each Specified Credit Party hereunder to honor all of such Specified Credit Party’s obligations under this Guaranty Agreement and the other Credit Documents in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.10 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 10.10 shall remain in full force and effect until the Guaranteed Credit Party Obligations shall have been Paid paid in Fullfull and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 7.13 10.10 constitute, and this Section 7.13 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.. CHAR1\1357697v6

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit each Specified Loan Party hereunder to honor all of such Credit Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, 10.8 or otherwise under this Guaranty, as it relates to such Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 10.8 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid indefeasibly paid and performed in Fullfull. Each Qualified ECP Guarantor intends that this Section 7.13 10.8 constitute, and this Section 7.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act. ARTICLE XI MISCELLANEOUS Section 11.1.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Loan Party hereunder to honor all of such Credit Party’s obligations under this Guaranty its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.09 for the maximum amount of such ​ ​ liability that can be hereby incurred without rendering its obligations under this Section 7.137.09, or otherwise under this Guarantyin respect of the Guaranteed Obligations, as it relates to such Credit other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed Obligations shall have been Paid in FullObligations. Each Qualified ECP Guarantor intends that this Section 7.13 7.09 constitute, and this Section 7.13 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.13, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations shall have been Paid in FullTermination Date. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Grantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any each other Credit Party hereunder to guaranty and otherwise honor all of such Credit Party’s its payment obligations under this the Guaranty in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor Grantor shall only be liable under this Section 7.13 7(p) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137(p), or otherwise under this Guaranty, as it relates to such Credit Partythe Loan Documents, voidable under applicable law Requirements of Law relating to voidable transfers, fraudulent conveyance conveyances, or fraudulent transfertransfers, and not for any greater amount). The obligations of each Qualified ECP Guarantor Grantor under this Section 7.13 7(p) shall remain in full force and effect until the Guaranteed Obligations shall have been Paid payment in Fullfull of the Secured Obligations. Each Qualified ECP Guarantor Grantor intends that this Section 7.13 7(p) constitute, and this Section 7.13 7(p) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Credit Party hereunder to honor all of such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.137.14, or otherwise under this Guaranty, as it relates to such Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 7.14 shall remain in full force and effect until the Guaranteed Obligations shall have been indefeasibly Paid in FullFull in Cash. Each Qualified ECP Guarantor intends that this Section 7.13 7.14 constitute, and this Section 7.13 7.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.