Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 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 11.11, 9.18 or otherwise under this Guarantee, the Guarantee voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 9.18 shall remain in full force and effect until all Commitments hereunder have terminated, the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans or and Unpaid Drawings, together with interest, fees and all other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of Credit remains outstanding (except any Letter such Guarantor in accordance with Section 25 of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Guarantee. Each Qualified ECP Guarantor intends that this Section 11.11 9.18 to constitute, and this Section 11.11 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan 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 each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for 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 11.11, or otherwise under this Guarantee4, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section Specified Guarantor in accordance with § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.13, or otherwise under this GuaranteeGuaranty, 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 11.11 11.13 shall remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements and no Letter Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of Credit remains outstanding (except any Letter all Letters of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Credit. Each Qualified ECP Guarantor intends that this Section 11.11 11.13 constitute, and this Section 11.11 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1121, or otherwise under this GuaranteeGuaranty, 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 11.11 21 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising under any Secured Hedge Agreement)the Commitments and all Facility LCs shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit all Facility LCs, are fully collateralized on terms reasonably satisfactory acceptable to the applicable L/C Issuer has been put in place)Administrative Agent. Each Qualified ECP Guarantor intends that this Section 11.11 21 constitute, and this Section 11.11 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for 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 11.11, or otherwise under this Guarantee4, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.8 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent indemnification obligations as to which no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto claim has been Cash Collateralized asserted) have been indefeasibly paid in full and the commitments relating thereto have expired or for which a backstop letter of credit reasonably satisfactory terminated, or, with respect to the applicable L/C Issuer has been put any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1116, or otherwise under this GuaranteeGuaranty, 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 11.11 16 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations contingent, unasserted indemnification obligations and Obligations arising obligations and liabilities under any Secured Hedge AgreementTreasury Services Agreements and Swap Contracts not due and payable), and no Letter the expiration or termination of all Letters of Credit remains outstanding (except any Letter other than Letters of Credit the Outstanding Amount of which the Obligations related thereto has been that are Cash Collateralized or for which back-stopped by a backstop letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer has been put in place)Issuer) and the termination of Commitments. Each Qualified ECP Guarantor intends that this Section 11.11 16 constitute, and this Section 11.11 16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Hedging Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Hedging Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations Obligations under this Guaranty the Credit Documents in respect of Swap Obligations such Hedging Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations such Qualified ECP Guarantor’s Obligations and undertakings under this Section 11.1122.13, or otherwise under this GuaranteeAgreement or any other Credit Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor under this Section 11.11 Article 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid in full and the commitments relating thereto have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 22.13 to constitute, and this Section 11.11 22.13 shall be deemed to constitute, a guarantee of the Obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee of the Guaranteed Obligations and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty the guaranty given hereby in respect of the Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.08, or otherwise under this Guaranteethe guaranty given hereby, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until the termination of the Commitments and the repayment, satisfaction or discharge of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management (i) contingent indemnification obligations as to which no claim has been asserted, (ii) Obligations described in clauses (b) and Obligations arising under any Secured Hedge Agreement), (c) of the definition thereof and no Letter of Credit remains outstanding (except iii) any Letter of Credit the Outstanding Amount of which the Obligations related thereto that has been Cash Collateralized or for which back-stopped by a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer or such Letter of Credit has been put in placedeemed reissued under another agreement reasonably acceptable to the L/C Issuer). Each Qualified ECP Guarantor intends that this Section 11.11 4.08 constitute, and this Section 11.11 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Borrower shall only be liable under this Section 11.11 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.22, or otherwise under this GuaranteeAgreement, as it relates to such Borrower, 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 Borrower under this Section 11.11 10.22 shall remain in full force and effect until all Commitments hereunder so long as any Lender shall have terminatedany Revolving Credit Commitment hereunder, and all Loans any Loan or other ABL Obligation hereunder (other than ABL Obligations hereunder arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which are other arrangements satisfactory to the Administrative Agent and the applicable Secured Party have been made) which is accrued and payable have been paid shall remain unpaid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)unsatisfied, and no Letter of Credit remains outstanding (except or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put is in place). Each Qualified ECP Guarantor Borrower intends that this Section 11.11 10.22 constitute, and this Section 11.11 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 11.11 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this GuaranteeSection 2, 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 Keepwell Provider under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedsuch time as the Loans, the Reimbursement Obligations and all Loans the other obligations under the Loan Documents (other than obligations under or other Obligations hereunder which are accrued in respect of Specified Swap Agreements and payable Specified Cash Management Agreements and contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)in full, the Commitments have been terminated and no Letters of Credit are outstanding (unless such Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeis Collateralized). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, 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 11.11 7.13 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans of the Guaranteed Obligations (other than contingent or other Obligations hereunder indemnification obligations for which are accrued and payable no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or satisfied been cancelled (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the applicable L/C Issuer has Issuing Bank shall have been put made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to the Issuing Bank in placean amount equal to the Minimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Wholly Owned Opco Guarantor hereunder to honor all of its such Wholly Owned Opco Guarantor’s obligations under this Guaranty Agreement in respect of Guaranteed Obligations, including any Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 3.5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.113.5, or otherwise under this GuaranteeAgreement, as it relates to such Wholly Owned Opco 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 11.11 3.5 shall remain in [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 11.11 3.5 constitute, and this Section 11.11 3.5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of 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 11.11 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.14, or otherwise under this GuaranteeGuaranty, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall 7.14 will remain in full force and effect until all the Guaranteed Obligations have been paid in full and the Revolving Credit Commitments hereunder will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding will have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter in accordance with the terms of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)this Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 7.14 constitute, and this Section 11.11 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby 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 each other Loan Party any of Borrower or any Guarantor hereunder to honor all of its such Person’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 11.11 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.9, or otherwise under this GuaranteeAgreement, voidable under applicable 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 11.11 6.9 shall remain in full force and effect until all Commitments hereunder have terminated, of the Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Agreement shall have been paid or satisfied in full in cash (other than Cash Management Obligations (A) contingent indemnification obligations as to which no claim has been asserted and Obligations arising (B) obligations and liabilities under any Secured Hedge AgreementLender-Provided Xxxxxx and Bank Product Obligations), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit shall have expired or been terminated and the Outstanding Amount of which the Obligations related thereto has Commitments shall have expired or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 6.9 constitute, and this Section 11.11 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Wholly Owned Holdco Guarantor hereunder to honor all of its such Wholly Owned Holdco Guarantor’s obligations under this Guaranty Agreement in respect of Guaranteed Obligations, including any Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.9, or otherwise under this GuaranteeAgreement, as it relates to such Wholly Owned Holdco 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 11.11 2.9 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 11.11 2.9 constitute, and this Section 11.11 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Keepwell. Each Without limiting anything in this Article XI, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article XI becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article XI in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.11, or otherwise under this GuaranteeArticle XI, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under 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 Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.10 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 10.10 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 10.10 constitute, and this Section 11.11 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. EXHIBIT B

Keepwell. Each The Borrower shall, and shall cause each other Qualified ECP Guarantor hereby Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Restricted Person to honor all of its obligations under this Guaranty the Security Documents in respect of Swap Lender Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.16, or otherwise under this Guaranteeany Security Document, as it relates to such other Restricted Person, 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 11.11 10.16 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or been terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents (other than contingent indemnification obligations) shall have been paid or satisfied (other than Cash Management Obligations in full in immediately available funds and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the shall have expired or terminated or been cash collateralized and all Matured LC Obligations related thereto has shall have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)reimbursed. Each Qualified ECP Guarantor intends that this Section 11.11 10.16 constitute, and this Section 11.11 10.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Restricted Person for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this Guaranty the Guaranty, the Collateral Documents and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for 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 11.11, or otherwise under this Guarantee4, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeaccordance with Section 11.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for 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 11.11, or otherwise under this Guarantee4, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.8 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied in full (other than Cash Management contingent and indemnified obligations not then due and owing) and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Supported Guarantor for such Supported Guarantor to honor all of its obligations under this Guaranty qualify as an Eligible Contract Participant during the Swap Guarantee Eligibility Period in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 11.11 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder the obligations of the Borrowers under the Credit Agreement have terminatedexpired, and all Loans been discharged or other Obligations hereunder which are accrued and payable have otherwise been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge terminated in accordance with the terms of the Credit Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Supported Guarantor for all purposes of Section 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 unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this any Guaranty in respect of any Swap Obligations Obligation (as defined in Exhibit A) (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.115, or otherwise under this Guaranteeany Guaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 5 shall remain in full force and effect until the date upon which the all Commitments hereunder under the Credit Agreement have terminatedbeen terminated and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or cash collateralized on terms acceptable to the Issuing Lender or other arrangements acceptable to the Issuing Lender have been made pursuant to which the Issuing Lender has agreed such Letters of Credit are no longer outstanding for purposes of the Credit Agreement, and all Loans or other Obligations hereunder which are accrued then due and payable have been paid or satisfied in full (other than (x) contingent obligations not yet due and payable and (y) Cash Management Obligations and or Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeAgreements). Each Qualified ECP Guarantor intends that this Section 11.11 5 constitute, and this Section 11.11 5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct (as defined in Exhibit A).

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Pages Follow] 235

Keepwell. Each Domestic Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Domestic Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Hedging Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Hedging Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations Obligations under this Guaranty the Credit Documents in respect of Swap Obligations such Hedging Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations such Qualified ECP Guarantor’s Obligations and undertakings under this Section 11.1121.13, or otherwise under this GuaranteeAgreement or any other Credit Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Domestic Guarantor under this Section 11.11 Article shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid in full and the commitments relating thereto have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Domestic Guarantor intends that this Section 11.11 21.13 to constitute, and this Section 11.11 21.13 shall be deemed to constitute, a guarantee of the Obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Domestic Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Domestic Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Hedging Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Hedging Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations Obligations under this Guaranty the Credit Documents in respect of Swap Obligations such Hedging Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations such Qualified ECP Guarantor’s Obligations and undertakings under this Section 11.1122.13, or otherwise under this GuaranteeAgreement or any other Credit Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Domestic Guarantor under this Section 11.11 Article shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid in full and the commitments relating thereto have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Domestic Guarantor intends that this Section 11.11 22.13 to constitute, and this Section 11.11 22.13 shall be deemed to constitute, a guarantee of the Obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 each other Loan Party any of Borrower or any Guarantor hereunder to honor all of its such Person’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 11.11 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.9, or otherwise under this GuaranteeAgreement, voidable under applicable 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 11.11 6.9 shall remain in full force and effect until all Commitments hereunder have terminated, of the Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Agreement shall have been paid or satisfied in full in cash (other than Cash Management Obligations (A) contingent indemnification obligations as to which no claim has been asserted and Obligations arising (B) obligations and liabilities under any Secured Hedge AgreementLender-Provided Xxxxxx and Bank Product Obligations), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit shall have expired or been terminated and the Outstanding Amount of which the Obligations related thereto has Commitments shall have expired or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 6.9 constitute, and this Section 11.11 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 6.10.

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 each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 3.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.113.15, or otherwise under this GuaranteeGuaranty, 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 11.11 3.15 shall remain in full force and effect until all Commitments hereunder under the Credit Agreement have terminated, and all Loans or other Obligations hereunder thereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge AgreementHedging Agreement and other than inchoate indemnification obligations and any unasserted expense reimbursement obligations), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized cash collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer Issuing Bank has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 3.15 constitute, and this Section 11.11 3.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each To the extent the Guarantor qualifies as a Qualified ECP Guarantor, the Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations (provided, however, that each the Guarantor, as a Qualified ECP Guarantor Guarantor, shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, any debtor relief laws and not for any greater amount). The Subject to Section 5 of this Guaranty, the obligations of each the Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Borrowers shall have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each The Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. This Guaranty is executed and effective as of the day and year first above written. Hxxxxx Xxxxxx, Inc. By: Name: Title: Exhibit F Mandatory Cost Rate Mandatory Cost Rate

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support (in each case, to the extent the provision of any such funds or support would not cause such Qualified ECP Guarantor to no longer be Solvent) as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty or the Security Agreement in respect of Swap Obligations under any Secured Hedging Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 Guaranty for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.12, or otherwise under this GuaranteeGuaranty or the Security Agreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 11.12 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the guarantees in respect of Swap Obligations hereunder which are accrued and payable under each Secured Hedging Agreement have been paid discharged, or satisfied otherwise released or terminated in accordance with the terms of this Agreement (other than Cash Management Obligations and Obligations arising contingent obligations under any Secured Hedge Agreement), and general indemnification provisions as to which no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeclaim is pending). Each Qualified ECP Guarantor intends that this Section 11.11 11.12 constitute, and this Section 11.11 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 210

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 11.11 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this Guaranteeguarantee, 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 Keepwell Provider under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedsuch time as the Loans, the L/C Obligations and all Loans or the other Obligations hereunder which are accrued and payable shall have been paid or satisfied in full in cash (other than (x) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable L/C Issuer has Hedge Bank or Cash Management Bank have been put in placemade and (y) contingent indemnification obligations that have not yet been asserted), the Commitments have been terminated and no Letters of Credit (other than those that have been Cash Collateralized) shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each 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 the Borrower and each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, as it relates to such Borrower or otherwise under this Guaranteeother Guarantor, voidable under applicable Law Legal Requirements relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 115 This Term Loan Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “Borrower” Centerspace, LP By: Centerspace, Inc. Its: General Partner By Name Title 116 “Guarantors” Centerspace, Inc. By Name Title CENTERSPACE By Name Title

Keepwell. Each Qualified ECP The Parent Guarantor hereby jointly will, and severally absolutelywill cause the Borrower and each Guarantor to, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party the Borrower or any Guarantor, as applicable, to honor all of its obligations under this Guaranty Agreement and any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.18, or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to the Borrower, any Restricted Subsidiary or any Guarantor, as applicable, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Qualified ECP Guarantor under this Section 11.11 8.18 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding have expired or terminated (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has collateralized in accordance with this Agreement) and all LC Disbursements shall have been put in place)reimbursed. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 8.18 constitute, and this Section 11.11 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party the Borrower and any Guarantor, as applicable, for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provision of such funds or other support as contemplated by this Section 8.18 shall in no event constitute Debt or Secured Obligations and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, is in all respects permitted hereunder and thereunder.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section ‎Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section ‎Section 11.11, or otherwise under this GuaranteeGuaranty, as it relates to such Loan 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 ‎Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Guaranteed Obligations related thereto has been Cash Collateralized or for which a backstop back-stop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section ‎Section 11.11 constitute, and this Section ‎Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations to which the Borrower or a Guarantor is a Swap Counterparty (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 hereunder for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Credit Party Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized Commitments shall have terminated or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)expired. Each Qualified ECP Guarantor intends that this Section 11.11 section constitute, and this Section 11.11 section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, 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 11.11 7.13 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans of the Guaranteed Obligations (other than contingent or other Obligations hereunder indemnification obligations for which are accrued and payable no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or satisfied been cancelled (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding as to which other arrangements satisfactory to Issuing Bank shall have been made (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been arrangements may include Cash Collateralized Collateral or for which a backstop letter letters of credit reasonably satisfactory to Issuing Bank in an amount equal to the applicable L/C Issuer has been put in placeMinimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, 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 11.11 7.13 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans of the Guaranteed Obligations (other than contingent or other Obligations hereunder indemnification obligations for which are accrued and payable no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or satisfied been cancelled (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the applicable L/C Issuer has Issuing Banks shall have been put made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to such Issuing Bank in placean amount equal to the Minimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 11.11 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this Guaranteeguarantee, 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 Keepwell Provider under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedsuch time as the Loans, the L/C Obligations and all Loans or the other Primary Obligations hereunder which are accrued and payable shall have been paid or satisfied in full (other than (x) obligations and liabilities under Secured Hedge Agreements and Secured Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable L/C Issuer has Hedge Bank or Cash Management Bank have been put in placemade and (y) contingent indemnification obligations that have not yet been asserted), the Commitments have been terminated and no Letters of Credit (other than those that have been Cash Collateralized) shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C -156 Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Pages Follow]

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 8.11 or otherwise under this Guarantee, Guarantee voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 8.11 shall remain in full force and effect until the termination of the Commitments and payment in full in cash of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements not yet due and no Letter payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit remains outstanding (except any Letter of Credit in accordance with the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Loan Documents. Each Qualified ECP Guarantor intends that this Section 11.11 8.11 constitute, and this Section 11.11 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of 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 11.11 12.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.20, or otherwise under this GuaranteeLoan Guaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 12.20 shall remain in full force and effect until all Commitments hereunder so long as any Lender shall have terminatedany Commitment hereunder, and all Loans any Loan or other Obligations hereunder which are accrued and payable have been paid or satisfied Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Obligations Agreements and Obligations arising under any Secured Hedge Agreement)Agreements) hereunder shall remain unpaid or unsatisfied, and no Letter of Credit remains outstanding (except or any Letter of Credit the Outstanding Amount shall remain outstanding (other than Letters of Credit which the Obligations related thereto has have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeCollateralized). Each Qualified ECP Guarantor intends that this Section 11.11 12.20 constitute, and this Section 11.11 12.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.Act NY\6497185.2 Exhibit 10.1

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 each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable 149 AMERICAS 94626185 have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by the Borrower and each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, as it relates to such Borrower or otherwise under this Guaranteeother Guarantor, voidable under applicable Law Legal Requirements relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “Borrower” Global Medical REIT L.P. By Name Title

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Wholly Owned Opco Guarantor hereunder to honor all of its such Wholly Owned Opco Guarantor’s obligations under this Guaranty Agreement in respect of Guaranteed Obligations, including any Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 3.5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.113.5, or otherwise under this GuaranteeAgreement, as it relates to such Wholly Owned Opco 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 11.11 3.5 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 11.11 3.5 constitute, and this Section 11.11 3.5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under the guaranty evidenced by this Guaranty Agreement and the other Operative Agreements in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 6B.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this 39 Section 11.116B.11, or otherwise under this GuaranteeAgreement or any other Operative Agreement, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 6B.5 of this Agreement, the obligations of each Qualified ECP Guarantor under this Section 11.11 6B.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement)the Credit Loan Commitments, Mortgage Loan Commitments and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Lessor Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 6B.11 constitute, and this Section 11.11 6B.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under the guaranty evidenced by this Guaranty Agreement and the other Operative Agreements in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 6B.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116B.11, or otherwise under this GuaranteeAgreement or any other Operative Agreement, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 6B.5 of this Agreement, the obligations of each Qualified ECP Guarantor under this Section 11.11 6B.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement)the Credit Loan Commitments, Mortgage Loan Commitments and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Lessor Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 6B.11 constitute, and this Section 11.11 6B.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ [SIGNATURE PAGES TO FOLLOW] ​ ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ “BORROWER” ​ ​ ​ ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership ​ ​ ​ BY: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​ ​ ​

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrowers. The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding shall have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)with at least [REDACTED – Percentage] coverage. Each Qualified ECP Guarantor intends that this Section 11.11 7.12 constitute, and this Section 11.11 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty the guaranty given hereby in respect of the Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.08, or otherwise under this Guaranteethe guaranty given hereby, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until the termination of the Commitments and the repayment, satisfaction or discharge of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management (i) contingent indemnification obligations as to which no claim has been asserted, (ii) Obligations described in clauses (b) and Obligations arising under any Secured Hedge Agreement), (c) of the definition thereof and no Letter of Credit remains outstanding (except iii) any Letter of Credit the Outstanding Amount of which the Obligations related thereto that has been Cash Collateralized or for which back-stopped by a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer or such Letter of Credit has been put in placedeemed reissued under another agreement reasonably acceptable to the L/C Issuer). Each Qualified ECP Guarantor intends that this Section 11.11 4.08 constitute, and this Section 11.11 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Section 4.09.

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor which is a Subsidiary to honor all of its obligations under this any Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor Borrower shall only be liable under this Section 11.11 5.01(q) for the maximum amount of such liability that can be hereby incurred and still remain an “eligible contract participant” as defined in the Commodity Exchange Act and also without rendering its obligations under this Section 11.115.01(q), or otherwise under this GuaranteeAgreement or any other Transaction Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Borrower under this Section 11.11 5.01(q) shall remain in full force and effect until (a) all Commitments hereunder have terminated, and all Loans or other of Borrower’s Obligations hereunder which are accrued and payable have been fully, finally and indefeasibly paid or satisfied in cash (other than Cash Management contingent or similar obligations not yet due and payable and any of Borrower’s Obligations and Obligations arising under any Secured Hedge Agreementfor which Credit Support has been provided), (b) neither Agent nor any Lender has any further commitment or obligation to advance funds, make loans, issue letters of credit and/or extend credit to or for the account or benefit of Borrower under this Agreement, any Note or any other Transaction Document, (c) no Swap Contracts between Borrower and no Letter of Credit remains outstanding any Lender remain in effect and (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto d) each Guaranty has been Cash Collateralized terminated or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put otherwise expired in place)accordance with its terms. Each Qualified ECP Guarantor Borrower intends that this Section 11.11 5.01(q) constitute, and this Section 11.11 5.01(q) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby 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 each other Loan Party any of Borrower or any Guarantor hereunder to honor all of its such Person’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 11.11 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.9, or otherwise under this GuaranteeAgreement, voidable under applicable 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 11.11 6.9 shall remain in full force and effect until all Commitments hereunder have terminated, of the Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Agreement shall have been paid or satisfied in full in cash (other than Cash Management Obligations (A) contingent indemnification obligations as to which no claim has been asserted and Obligations arising (B) obligations and liabilities under any Secured Hedge AgreementLender-Provided Hxxxxx and Bank Product Obligations), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit shall have expired or been terminated and the Outstanding Amount of which the Obligations related thereto has Commitments shall have expired or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 6.9 constitute, and this Section 11.11 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP The Parent Guarantor hereby jointly will, and severally absolutelywill cause the Borrower and each Guarantor to, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party the Borrower or any Guarantor, as applicable, to honor all of its obligations under this Guaranty Agreement and any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.17, or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to the Borrower, any Restricted Subsidiary or any Guarantor, as applicable, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Qualified ECP Guarantor under this Section 11.11 8.17 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding have expired or terminated (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has collateralized in accordance with this Agreement) and all LC Disbursements shall have been put in place)reimbursed. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 8.17 constitute, and this Section 11.11 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party the Borrower and any Guarantor, as applicable, for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provision of such funds or other support as contemplated by this Section 8.17 shall in no event constitute Debt or Secured Obligations and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, is in all respects permitted hereunder and thereunder.

Keepwell. Each Without limiting anything in this Article 10, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle 10, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 shall 10.11shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Credit Party Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and (i) contingent indemnification obligations to the extent no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related claim giving rise thereto has been Cash Collateralized asserted, (ii) Bank Product Debt that, at the time of determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or for which a backstop letter of credit reasonably satisfactory are not required to be repaid or cash collateralized pursuant to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constituteprovisions of any document governing such Bank Product Debt, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.and

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, 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 11.11 7.13 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans of the Guaranteed Obligations (other than contingent or other Obligations hereunder indemnification obligations for which are accrued and payable no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or satisfied expired and all Letters of Credit shall have expired or been cancelled (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized or for which a supported by backstop letter letters of credit reasonably in accordance with Section 2.4(i)(ii) or as to which other arrangements satisfactory to the applicable L/C Issuer has Issuing Bank shall have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without 133 rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle X, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 10.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Party Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 10.11 constitute, and this Section 11.11 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.Act or any regulations promulgated thereunder. 134 OSI SYSTEMS, INC. CREDIT AGREEMENT

Keepwell. Each Without limiting anything in this Article X, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle X, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 10.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full in cash of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 10.11 constitute, and this Section 11.11 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. [Signature Pages FollowOmitted]

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ ​ “BORROWER” ​ ​ ​ ALPINE INCOME PROPERTY OP, LP, ​ a Delaware limited partnership By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.10 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 10.10 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 10.10 constitute, and this Section 11.11 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 244 ARTICLE XI

Keepwell. Each Obligor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of its such other Obligor's obligations under this Guaranty Clause 19 (Guarantee and Indemnity – Hedge Guarantors), or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), in respect of Swap the Hedging Obligations guaranteed hereby (provided, however, provided that each Qualified ECP Guarantor Obligor that provides such undertaking shall only be liable under this Section 11.11 Clause 19.11 (Applicability of provisions of Guarantee to other Security) only for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Clause 19.11 (Applicability of provisions of Guarantee to other Security), or otherwise under this GuaranteeClause 19 (Guarantee and Indemnity – Hedge Guarantors) or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor Obligor intends that this Section 11.11 constituteClause 19.9 (Keepwell) constitutes, and this Section 11.11 Clause 19.9 (Keepwell) shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1124, or otherwise under this GuaranteeGuaranty, 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 11.11 24 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been paid or satisfied in full in cash (other than Cash Management Unliquidated Obligations (as defined below) and Obligations arising the undrawn stated amount under any Secured Hedge Agreement)Facility LCs) and the Commitments and all Facility LCs issued under the Credit Agreement shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has all Facility LCs, shall have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Collateralized. Each Qualified ECP Guarantor intends that this Section 11.11 24 constitute, and this Section 11.11 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [SIGNATURE PAGES TO FOLLOW] ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. "Signature Page" \l 4 ​ “BORROWER”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Loan Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 12.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.20, or otherwise under this GuaranteeLoan Guaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 12.20 shall remain in full force and effect until all Commitments hereunder so long as any Lender shall have terminatedany Commitment hereunder, and all Loans any Loan or other Obligations hereunder which are accrued and payable have been paid or satisfied Obligation (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Obligations Agreements and Obligations arising under any Secured Hedge Agreement)Agreements) hereunder shall remain unpaid or unsatisfied, and no Letter of Credit remains outstanding (except or any Letter of Credit the Outstanding Amount shall remain outstanding (other than Letters of Credit which the Obligations related thereto has have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeCollateralized). Each Qualified ECP Guarantor intends that this Section 11.11 12.20 constitute, and this Section 11.11 12.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.12, or otherwise under this GuaranteeGuaranty, 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 11.11 11.12 shall remain in full force and effect until the termination of the -200-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000 Aggregate Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements and no Letter Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of Credit remains outstanding (except any Letter all Letters of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Credit. Each Qualified ECP Guarantor intends that this Section 11.11 11.12 constitute, and this Section 11.11 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. -201-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. ACTIVISION BLIZZARD, INC. By: Name: Title: CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A 0000000000v1 MSW - Draft August 29, 2013 - 7:43 PM BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A 0000000000v1 MSW - Draft August 29, 2013 - 7:43 PM BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: Name: Title: CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer By: Name: Title: CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm Schedule 1.01A Commitments - 1022497.10-NYCSR04A 1000944701v16 MSW - Draft October 8, 2013 - 2:03 PM Lender Tranche B-2 Term Commitment Bank of America, N.A. $2,070,000,000 Xxxxxxx Xxxxx Bank USA $230,000,000 Total: $2,300,000,000 Lender Revolving Commitment Bank of America, N.A. $37,500,000 JPMorgan Chase Bank, N.A. $37,500,000 Xxxxxxx Xxxxx Bank USA $25,000,000 HSBC Bank USA, N.A. $25,000,000 Mizuho Bank, Ltd. $25,000,000 Royal Bank of Canada $25,000,000 SunTrust Bank $25,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $25,000,000 U.S. Bank National Association $25,000,000 Total: $250,000,000 Lender Initial Term Commitment Bank of America, N.A. $2,500,000,000 Total: $2,500,000,000 EXHIBIT A [FORM OF] COMMITTED LOAN NOTICE To: Bank of America, N.A., as Administrative Agent [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement, dated as of October 11, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ), among Activision Blizzard, Inc., as Borrower, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower hereby requests (select one): A Borrowing of new Loans A conversion of Loans made on A continuation of Loans made on to be made on the terms set forth below: (A) Class of Borrowing1 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount2 (D) Borrower 1 Initial Term, Tranche B-2 Term or Revolving Credit. 2 Eurodollar borrowing minimum of $5,000,000, and borrowings also allowed in whole multiples of $1,000,000 in excess thereof. Base Rate borrowing minimum of $1,000,000 and borrowings also allowed in whole multiples of $500,000 in excess thereof. A-1 1000944696v15

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan U.S. Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.10, or otherwise under this GuaranteeGuaranty, 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 11.11 11.10 shall remain in full force and effect until termination of the Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations (x) contingent indemnification obligations and Obligations arising (y) obligations and liabilities under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Hedging Agreements or Treasury Services Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably arrangements satisfactory to the applicable L/C Issuer has Bank Product Provider shall have been put made) and the expiration or termination of all Letters of Credit (or, in placethe case of Letters of Credit, cash collateralized in a manner acceptable to the Administrative Agent and the applicable Issuing Lenders). Each Qualified ECP Guarantor intends that this Section 11.11 11.10 constitute, and this Section 11.11 11.10 shall be deemed to constitute, a “keepwell, support, or other 165 agreement” for the benefit of each other Loan U.S. Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor hereunder to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 29 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1129, or otherwise under this GuaranteeGuaranty, as it relates to such Obligor, 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 11.11 29 shall remain in full force and effect until the date on which all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)in full in cash, and no Letter all Letters of Credit remains outstanding have been terminated, expired or cash collateralized (except any Letter of in accordance with the Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Agreement) and all Commitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 11.11 29 constitute, and this Section 11.11 29 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrower. The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding shall have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)with at least [REDACTED – Percentage] coverage. Each Qualified ECP Guarantor intends that this Section 11.11 7.12 constitute, and this Section 11.11 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 5.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.115.16, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 5.16 shall remain in full force and effect until all Commitments hereunder have terminatedamounts owing to the Secured Parties on account of the Obligations are irrevocably and indefeasibly paid in full in cash, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains shall be outstanding (except any Letter and all of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 11.11 5.16 constitute, and this Section 11.11 5.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section 5.16 Qualified ECP Guarantor means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 11.11 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this Guaranteeguarantee, 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 Keepwell Provider under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedthe Loans, the Reimbursement Obligations and all Loans or the other Obligations hereunder which are accrued and payable (other than Obligations in respect of Specified Swap Agreements or, Specified Cash Management Agreements or Specified Bank Guarantees) shall have been paid or satisfied in full, the Commitments have been terminated and no Letters of Credit (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized cash collateralized or for which backstopped in a backstop letter of credit reasonably manner satisfactory to the applicable L/C Issuer has been put in place)Issuing Lender) shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this GuaranteeGuaranty, as it relates to such Loan 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Guaranteed Obligations related thereto has been Cash Collateralized or for which a backstop back-stop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor that is the Company or a Domestic Subsidiary of the Company hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall 7.13 will remain in full force and effect until all the Guaranteed Obligations have been paid in full and the Revolving Credit Commitments hereunder will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding will have expired (except without any Letter pending drawing) or have been cancelled or cash collateralized in accordance with the terms of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)this Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 shall 7.13 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article 10, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle 10, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 shall 10.11shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Party Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 10.11 constitute, and this Section 11.11 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119.18, or otherwise under this GuaranteeAgreement, 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 11.11 9.18 shall remain in full force and effect until the Commitments have been terminated and the principal of and interest on each Loan, all Commitments hereunder have terminated, Fees and all Loans other expenses or amounts payable under any Loan Document (other than contingent indemnification Obligations hereunder which are accrued and payable to the extent no claim giving rise thereto has been asserted) have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has have been Cash Collateralized Collateralized, cancelled or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has have expired and all amounts drawn thereunder have been put reimbursed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 9.18 constitute, and this Section 11.11 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, 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 11.11 7.13 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made and all Loans or other Obligations hereunder which are accrued and payable than obligations under any Hedge Agreement) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or satisfied been cancelled (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the applicable L/C Issuer has Issuing Bank shall have been put made (which arrangements may include Cash Collateral or backstop letters of credit satisfactory to such Issuing Bank in placean amount equal to the Minimum Collateral Amount)). Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.10, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 4.10 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management in respect of Secured Hedging Obligations and Obligations arising under any Secured Hedge Agreementcontingent indemnification obligations not yet due and owing), and no Letter of Credit remains outstanding (except or any Letter of Credit the Outstanding Amount of which the Obligations related thereto L/C Exposure has been Cash Collateralized cash collateralized, backstopped or for which deemed reissued under another agreement, in each case, in a backstop letter of credit manner reasonably satisfactory to the applicable L/C Issuer has been put in placeIssuing Bank). Each Qualified ECP Guarantor intends that this Section 11.11 4.10 constitute, and this Section 11.11 4.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that has total assets exceeding $10,000,000 at the time this Guaranty or the grant of the relevant security interest becomes effective with respect to a Swap Obligation or such other Credit Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act (each, a “Qualified ECP Guarantor Guarantor”) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 15 for 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 11.11Guaranty, or otherwise under this Guaranteeany other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations (other than contingent indemnification and all Loans expense reimbursement obligations not then due or other Obligations hereunder which are accrued and payable asserted) shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 15 constitute, and this Section 11.11 15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1121, or otherwise under this GuaranteeGuaranty, 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 11.11 21 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising under any Secured Hedge Agreement)the Commitments and all Facility LCs shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit all Facility LCs, are fully collateralized on terms reasonably satisfactory acceptable to the applicable L/C Issuer has been put in place)Designated Agent. Each Qualified ECP Guarantor intends that this Section 11.11 21 constitute, and this Section 11.11 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 11.11 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.09, or otherwise under this Guaranteeguarantee, 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 Keepwell Provider under this Section 11.11 2.09 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Obligations hereunder which are accrued and payable have been paid or satisfied (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and for which no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto claim has been Cash Collateralized asserted) have been paid in full in cash or for which a backstop letter of credit reasonably satisfactory immediately available funds and the Lenders have no further commitment to lend under the applicable Credit Agreement, the L/C Issuer Exposure has been put in place)reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.09 constitute, and this Section 11.11 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating -163- to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrowers. The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding shall have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)with at least 103% coverage. Each Qualified ECP Guarantor intends that this Section 11.11 7.12 constitute, and this Section 11.11 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. “Borrower” CTO Realty Growth, Inc., a Maryland corporation By Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer “Administrative Agent and L/C Issuer” Bank of Montreal, as L/C Issuer and as Administrative Agent By Name: Xxxxxxxxx Xxxx Title: Vice President

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty or Article X of the Credit Agreement, as applicable, in respect of 1 Minimum Interest Coverage Ratio as of the end of any fiscal quarter is the level prescribed in Section 6.15(a). 2 Minimum Asset Coverage Ratio only tested as of the end of the fiscal quarters ending on or about June 30, 2013, September 30, 2013, December 31, 2013 and March 31, 2014. Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 24 or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 24 shall remain in full force and effect until all Commitments hereunder have terminated, a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the terms hereof and all Loans or the other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Loan Documents. Each Qualified ECP Guarantor intends that this Section 11.11 24 constitute, and this Section 11.11 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Wholly Owned Holdco Guarantor hereunder to honor all of its such Wholly Owned Holdco Guarantor’s obligations under this Guaranty Agreement in respect of Guaranteed Obligations, including any Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.9, or otherwise under this GuaranteeAgreement, as it relates to such Wholly Owned Holdco 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 11.11 2.9 shall remain in full force [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 11.11 2.9 constitute, and this Section 11.11 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Qualified ECP Guarantor 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 each other Loan Party Grantor to honor all of its such Grantor’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 11.11 5.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.115.16, or otherwise under this GuaranteeAgreement 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 11.11 5.16 shall remain in full force and effect until all Commitments hereunder have terminated(i) of the Loan Document Obligations (including all LC Disbursements, and all Loans or other Obligations hereunder if any, but excluding contingent obligations as to which are accrued and payable no claim has been made) have been paid in full in cash, (ii) all Commitments have terminated or satisfied expired and (other than Cash Management Obligations iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement) and Obligations arising under any Secured Hedge Agreement), and the Issuing Banks have no Letter further obligation to issue or amend Letters of Credit remains outstanding (except any Letter of under the Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Agreement. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 5.16 constitute, and this Section 11.11 5.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article XI, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article XI becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article XI in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.11, or otherwise under this GuaranteeArticle XI, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES OMITTED]

Keepwell. “Section 13.10.Keepwell” \l 2 Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. "Signature Page" \l 4

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 Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee of the Guaranteed Obligations and the other Financing Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article 11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each (a) The Borrower and each Restricted Person that is a Qualified ECP Guarantor Credit Party hereby jointly and severally guarantees the payment and performance of all Obligations of each Restricted Person (other than such Restricted Person) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Benefitting Restricted Person in order for such Benefitting Restricted Person to honor all of its obligations under this Guaranty in any Security Document including obligations with respect of Swap Obligations to Hedging Contracts (provided, however, that each Qualified ECP Guarantor the Borrower or a Restricted Person shall only be liable under this Section 11.11 6.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.22, or otherwise under this GuaranteeAgreement or any Loan Document, as it relates to such Benefitting Restricted Person, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower and the other Restricted Persons under this Section 11.11 6.22 shall remain in full force and effect until all Commitments hereunder have terminatedObligations are paid in full to the Lenders, the Administrative Agent and all Issuers, and all Loans or of the Lenders’ Commitments are terminated. The Borrower and the other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends Restricted Persons intend that this Section 11.11 6.22 constitute, and this Section 11.11 6.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Benefitting Restricted Person for all purposes of Section 1a(18)(A)(v)(IIla(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 other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of any guarantee of or obligation of such other Guarantor to pay or perform under any Secured Hedge Agreement that constitutes a Swap Obligations (Obligation; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1113, or otherwise under this GuaranteeGuaranty, 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 11.11 13 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Guaranty shall have been paid or satisfied in full in cash (other than contingent indemnification or other contingent obligations and obligations and liabilities under Secured Cash Management Obligations Agreements and Obligations arising under any Secured Hedge AgreementAgreements, in each case, as to which no claim has been asserted), and no Letter the expiration or termination of all Letters of Credit remains outstanding (except any Letter other than Letters of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized Collateralized) and the expiration or for which a backstop letter termination of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Aggregate Commitments. Each Qualified ECP Guarantor intends that this Section 11.11 13 constitute, and this Section 11.11 13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Borrower shall only be liable under this Section 11.11 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.22, or otherwise under this GuaranteeAgreement, as it relates to such Borrower, 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 Borrower under this Section 11.11 10.22 shall remain in full force and effect until all Commitments hereunder so long as any Lender shall have terminatedany Revolving Credit Commitment hereunder, and all Loans any Loan or other ABL Obligation hereunder (other than ABL Obligations hereunder arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which are other arrangements satisfactory to the Administrative Agent and the applicable Secured Party have been made) which is accrued and payable have been paid shall remain unpaid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)unsatisfied, and no Letter of Credit remains outstanding (except or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of which the L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put is in place). Each Qualified ECP Guarantor Borrower intends that this Section 11.11 10.22 constitute, and this Section 11.11 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 185 ACTIVE 61134624v18 185

Keepwell. Each Qualified ECP Parent Guarantor hereby jointly will, and severally absolutelywill cause the Borrower and each Guarantor to, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party the Borrower or any Guarantor, as applicable, to honor all of its obligations under this Guaranty Agreement and any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.18, or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to the Borrower, any Restricted Subsidiary or any Guarantor, as applicable, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Qualified ECP Guarantor under this Section 11.11 8.18 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding have expired or terminated (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has cash collateralized in accordance with this Agreement) and all LC Disbursements shall have been put in place)reimbursed. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 8.18 constitute, and this Section 11.11 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party the Borrower and any Guarantor, as applicable, for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provision of such funds or other support as contemplated by this Section 8.18 shall in no event constitute Debt or Indebtedness and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, is in all respects permitted hereunder and thereunder.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other 177 US-DOCS\79529473.13 agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower shall at all times designate a Qualified ECP Guarantor hereby jointly (determined by the Borrower in its sole discretion) and severally such Qualified ECP Guarantor shall absolutely, unconditionally unconditionally, and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty guarantee in respect of any Swap Obligations Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 11.11 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this Guaranteeguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each such Qualified ECP Guarantor under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder have terminated, the Borrower Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)by payment in full, and no Letter of Credit remains shall be outstanding (except and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any Letter Borrower Obligations. The Borrower certifies on behalf of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each such Qualified ECP Guarantor that it intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each The Guarantor, as a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations the Guarantor’s Swap Obligations to the extent included in the Guarantor’s Guaranteed Obligations under this Guaranty in respect of Swap Obligations Section ‎2 (provided, however, that each the obligation of the Qualified ECP Guarantor shall only be liable under this Section 11.11 for ‎2.7 shall be limited to the maximum amount of such liability that can be hereby incurred without rendering its obligations obligation under this Section 11.11‎2.7, or otherwise under this GuaranteeSection ‎2, voidable under applicable Law relating subject to avoidance as a fraudulent transfer, fraudulent conveyance or fraudulent transferincurrence of a debt under any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state, and not for any greater amount). The obligations of each the Guarantor as a Qualified ECP Guarantor under this Section 11.11 ‎2.7 shall remain in full force and effect until the later of the date (a) all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Guaranty shall have been paid or satisfied in full in Cash and (other than Cash Management b) the Discharge of Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory but solely to the applicable L/C Issuer has been put in place)extent such Guaranteed Obligations include Swap Obligations) occurs. Each The Guarantor as a Qualified ECP Guarantor intends that this Section 11.11 ‎2.7 constitute, and this Section 11.11 ‎2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Party the Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle X, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 10.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full in cash of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 10.11 constitute, and this Section 11.11 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. 146 |US-DOCS\140878708.9|| [Signature Pages Follow] 147 |US-DOCS\140878708.9||

Keepwell. Each Without limiting anything in this Section 11, 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 to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Section 11 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1111.13, or otherwise under this GuaranteeSection 11, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 11.13 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and Payment in Full of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 11.13 constitute, and this Section 11.11 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.. 128