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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section Article 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full in cash of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 Without limiting anything in this Article XVI, 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 Specified Credit Party Loan Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article XVI becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Specified Credit Party’s obligations Loan Guarantor under the Guaranty and the Collateral Documents this Article XVI in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 16.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 416.13, or otherwise under this Article XVI, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 16.13 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 16.13 constitute, and this Section 4.8 16.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of Loan Guarantor that would otherwise not constitute an “eligible contract participant” under 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 Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 21 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 421, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 21 shall remain in full force and effect until the all Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid and performed in full in cash (other than Unliquidated Obligations) and the commitments relating thereto Commitments and all Facility LCs shall have terminated or expired or terminated, or, with respect in the case of all Facility LCs, are fully collateralized on terms reasonably acceptable to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)the Administrative Agent. Each Qualified ECP Guarantor intends that this Section 4.8 21 constitute, and this Section 4.8 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations (other than contingent indemnification obligations as to which no claim has been asserted) have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 The Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral other Loan Documents to which it is a party in respect of Swap Obligations (providedthat would, however, that each Qualified ECP Guarantor shall only be liable under in absence of the agreement in this Section 4.8 for 10.19, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorthe Borrower’s obligations and undertakings under this Section 4, 10.19 voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 4.8 10.19 shall remain in full force and effect until the Guaranteed date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been indefeasibly paid and performed in full (other than (x) contingent obligations for which no claim has been made and (y) obligations and liabilities under Bank Products), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the commitments relating thereto applicable Issuing Lender shall have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(abeen made). Each Qualified ECP Guarantor The Borrower intends that this Section 4.8 10.19 to constitute, and this Section 4.8 10.19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified Credit Loan Party to honor all of such Specified Credit Loan Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 obligations and undertakings under this Section 4 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) 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 Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Documents this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 8.10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 48.10, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.10 shall remain in full force and effect until the Guaranteed this Agreement is terminated, all Obligations have been indefeasibly are paid and performed in full (other than contingent obligations for which no claim has been made) and all of the commitments relating thereto have expired or Lenders’ Commitments are terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 8.10 constitute, and this Section 4.8 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Document, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 ActAct or any regulations promulgated thereunder.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor that is not a Qualified ECP Guarantor to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents Agreement in respect of any Swap Obligations Obligation that would otherwise be an Excluded Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 34 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 434, or otherwise under this Guaranty Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 34 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed payment in full and discharge of the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). guaranteed under this Guaranty Agreement Each Qualified ECP Guarantor intends that this Section 4.8 34 constitute, and this Section 4.8 34 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other 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 Specified Credit Party any of Borrower or any Guarantor hereunder to honor all of such Specified Credit PartyPerson’s obligations under the Guaranty and the Collateral Documents this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 4.8 6.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 46.9, or otherwise under this Agreement, voidable under applicable Debtor Relief LawsApplicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 4.8 6.9 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been indefeasibly paid and performed in full in cash (other than (A) contingent indemnification obligations as to which no claim has been asserted and the commitments relating thereto (B) obligations and liabilities under Lender-Provided ▇▇▇▇▇▇ and Bank Product Obligations), all Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor Loan Party intends that this Section 4.8 6.9 constitute, and this Section 4.8 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party of Borrower and each Guarantor 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 Specified Credit other Loan Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 411.11, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 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, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Guaranteed Obligations have related thereto has been indefeasibly paid and performed Cash Collateralized or for which a back-stop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in full 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 in accordance with Section 10.10(aplace). Each Qualified ECP Guarantor intends that this Section 4.8 11.11 constitute, and this Section 4.8 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party a Guarantor of Payment to honor all of such Specified Credit Party’s its obligations under the any Guaranty and the Collateral Documents of Payment in respect of Swap Obligations Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 4.8 5.22 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 45.22, or otherwise under any Guaranty of Payment, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Company under this Section 4.8 5.22 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed payment in full of all of the Obligations 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 in accordance with Section 10.10(a)termination of the Commitments hereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section 4.8 5.22 constitute, and this Section 4.8 5.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

Keepwell. Each 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Section 11 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 11.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 411.13, or otherwise under this Section 11, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 11.13 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed Payment in full Full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 11.13 constitute, and this Section 4.8 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 of the Borrower and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Guarantor as may be needed by such Guarantor from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral other Loan Documents to which it is a party with respect to Swap Obligations that would, in respect the absence of the agreement in this Section 12.10, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering the Borrower’s and such Qualified ECP Guarantor’s Guarantors’ obligations and undertakings under this Section 4, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Borrower and the Qualified ECP Guarantor Guarantors under this Section 4.8 12.10 shall remain in full force and effect until the Guaranteed Guarantors’ Obligations have been indefeasibly paid and performed in full full. The Borrower 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that Guarantors intend this Section 4.8 12.10 to constitute, and this Section 4.8 12.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit Party Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty Guaranty, the Collateral Documents and the Collateral other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a11.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Guarantor as may be needed by such Guarantor from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral other Loan Documents to which it is a party with respect to Swap Obligations that would, in respect the absence of the agreement in this Section 11.08, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering the Borrower’s and such Qualified ECP Guarantor’s Guarantors’ obligations and undertakings under this Section 4, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Borrowers and the Qualified ECP Guarantor Guarantors under this Section 4.8 11.08 shall remain in full force and effect until the Guaranteed Guarantors’ Obligations have been indefeasibly paid and performed in full full. The Borrowers 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that Guarantors intend this Section 4.8 11.08 to constitute, and this Section 4.8 11.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit Party 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 Specified Credit any other Loan Party hereunder and under the Facility Guaranty to honor all of such Specified Credit Party’s its obligations hereunder and under the Facility Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.26 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 410.26, or otherwise hereunder and under the Facility Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 10.26 shall remain in full force and effect until the Guaranteed Obligations shall have been indefeasibly paid and performed in full and (subject to the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations guarantee reinstatement provisions set forth in accordance with Section 10.10(athe Facility Guaranty). Each Qualified ECP Guarantor intends that this Section 4.8 10.26 constitute, and this Section 4.8 10.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrowers hereby agree to cause each Qualified ECP Guarantor hereby to jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty its Guarantee and the Collateral Security Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 4.8 5.7 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4its Guarantee, voidable under the Bankruptcy Code and other applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 5.7 shall remain in full force and effect until Payment in Full of the Guaranteed Obligations have been indefeasibly paid Obligations. Each Borrower, for itself and performed in full and the commitments relating thereto have expired or terminated, or, with respect to any on behalf of each Qualified ECP Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 5.7 (and any corresponding provision of any applicable Guarantee) constitute, and this Section 4.8 5.7 (and any corresponding provision of any applicable Guarantee) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Section 11 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 11.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 411.13, or otherwise under this Section 11, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 11.13 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 11.13 constitute, and this Section 4.8 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit other Loan Party to honor all of such Specified Credit Party’s its obligations under the each applicable Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 7.02 for the maximum amount of such liability that can be hereby or thereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.02, or otherwise under such Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until a discharge or release of the (i) Guaranteed Obligations have been indefeasibly paid Obligations, (ii) the “Guaranteed Obligations” (as defined in the Foreign Subsidiary Guaranty), (iii) the “Guaranteed Obligations” (as defined in the US Subsidiary Guaranty), and performed in full 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 in accordance with Section 10.10(a)(iv) all guaranteed obligations under each other Guaranty. Each Qualified ECP Guarantor intends that this Section 4.8 constitute7.02 constitutes, and this Section 4.8 7.02 shall be deemed to constituteconstitutes, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations its Obligations under the Guaranty and the Collateral 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 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Section 422.13, or otherwise under this Agreement or any other Credit Document, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor under this Section 4.8 Article 22 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 22.13 to constitute, and this Section 4.8 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 Specified Credit 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 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 Without limiting anything in this Guaranty, 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 Specified Credit Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under Guaranty becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Specified Credit Party’s obligations Guarantor under the this Guaranty and the Collateral Documents in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 19 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 419, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 19 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 19 constitute, and this Section 4.8 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article 10, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party any other Wholly Owned Opco Guarantor hereunder to honor all of such Specified Credit PartyWholly Owned Opco Guarantor’s obligations under the Guaranty and the Collateral Documents this 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 4.8 3.5 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 43.5, or otherwise under this Agreement, as it relates to such Wholly Owned Opco Guarantor, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 3.5 shall remain in [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 4.8 3.5 constitute, and this Section 4.8 3.5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Qualified ECP Guarantor 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 unconditionally, and irrevocably (a) guarantees the prompt payment and performance of all obligations under Swap Contracts owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit any Non-Qualifying Party to honor all of such Specified Credit Non-Qualifying Party’s obligations under the Guaranty and the Collateral Documents this Agreement or any other Loan Document in respect of obligations under Swap Obligations Contracts (provided, however, provided however that each Qualified ECP Guarantor shall only be liable under this Section 4.8 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 411.11, or otherwise under this Agreement or any other Loan Document, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 11.11 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed payment in full and discharge of the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 11.11 constitute, and this Section 4.8 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article XI in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 411.11, or otherwise under this Article XI, voidable under applicable Debtor Relief LawsLaws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 11.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 11.11 constitute, and this Section 4.8 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 obligations and undertakings under this Section 4 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article XI in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 411.11, or otherwise under this Article XI, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 11.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 11.11 constitute, and this Section 4.8 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 4.8 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.14, or otherwise under this Guaranty, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall 7.14 will remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Revolving Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations have been cancelled or cash collateralized in accordance with Section 10.10(a)the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 4.8 7.14 constitute, and this Section 4.8 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other 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 Specified Credit Loan Party to honor all of such Specified Credit Loan Party’s obligations under the Guaranty Agreement and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 12.8 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 412 [Guaranty], voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 12.8 [Keepwell] shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed Payment in full and the commitments relating thereto have expired or terminatedFull, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)10.11. Each Qualified ECP Guarantor intends that this Section 4.8 12.8 [Keepwell] constitute, and this Section 4.8 12.8 [Keepwell] shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations its Obligations under the Guaranty and the Collateral 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 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Section 421.13, or otherwise under this Agreement or any other Credit Document, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor under this Section 4.8 Article shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 21.13 to constitute, and this Section 4.8 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 Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) 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 Specified Credit other Loan Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 7.13 (Keepwell) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.13 (Keepwell), or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 7.13 (Keepwell) shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Revolving Commitments shall have terminated and all Letters of Credit shall have expired or terminated, or, have been cancelled or Cash Collateralized with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)at least 102% coverage. Each Qualified ECP Guarantor intends that this Section 4.8 7.13 (Keepwell) constitute, and this Section 4.8 7.13 (Keepwell) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 4.8 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.14, or otherwise under this Guaranty, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall 7.14 will remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Revolving Credit Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations have been cancelled or Cash Collateralized in accordance with Section 10.10(a)the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 4.8 7.14 constitute, and this Section 4.8 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Credit Party for all purposes of section 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 Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral 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 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, Article IV voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 4.08 shall remain in full force and effect until the Guaranteed Obligations Termination Date or the date such Qualified ECP Guarantor shall have been indefeasibly paid and performed in full 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 guarantee in accordance with Section 10.10(a)10.10. Each Qualified ECP Guarantor intends that this Section 4.8 4.08 to constitute, and this Section 4.8 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full (other than 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified Credit other Loan Party to honor all of such Specified Credit Party’s its obligations under this Guaranty or Article X of the Guaranty and the Collateral Documents Credit Agreement, as applicable, in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 25 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 4, 25 or otherwise under this Guaranty voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 25 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, or, with respect to any a discharge of such Qualified ECP Guarantor, if earlier, such Guarantor is released from its ’s Guaranteed Obligations in accordance with Section 10.10(a)the terms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 4.8 25 constitute, and this Section 4.8 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section Article 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified Credit other Loan Party to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Documents this guarantee in respect of Swap Obligations constituting Hedging Obligations owing to a Hedge Creditor (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 2.07 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 42.07, or otherwise under this guarantee, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 2.07 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)Termination Date. Each Qualified ECP Guarantor intends that this Section 4.8 2.07 constitute, and this Section 4.8 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (d) Section 4.03 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following text immediately before the period (“.”) at the end of the first sentence of such Section: “provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.

Keepwell. Each 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 Specified Credit Party any other Guarantor to honor all of such Specified Credit PartyGuarantor’s obligations under the Guaranty and the Collateral Documents this Obligations Guarantee or any other Credit Document in respect of Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 4.8 7.10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.10, or otherwise under this Obligations Guarantee, as it relates to such Guarantor, voidable under applicable Debtor Relief Lawslaw relating to preferences, fraudulent conveyance or fraudulent transfer, transfer at undervalue, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 7.10 shall remain in full force and effect until the Guaranteed Obligations shall have been indefeasibly paid in full, the Commitments shall have terminated and performed in full and the commitments relating thereto all Letters of Credit shall have expired with no pending drawings or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)been cancelled. Each Qualified ECP Guarantor intends that this Section 4.8 7.10 constitute, and this Section 4.8 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If any Guarantor is a Qualified ECP Loan Party, then jointly and severally, together with each other Qualified ECP Loan Party, such Guarantor hereby jointly and severally absolutely, absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit any Non-Qualifying Party to honor all of such Specified Credit Non-Qualifying Party’s obligations under the Guaranty and the Collateral Documents Credit Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Guarantor that is a Qualified ECP Guarantor Loan Party shall only be liable under this Section 4.8 4 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 4, or otherwise under this Guaranty or any Other Document, voidable under applicable Debtor Relief LawsApplicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Guarantor that is a Qualified ECP Guarantor Loan Party under this Section 4.8 4 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed payment in full of the Obligations and termination of this Guaranty 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 in accordance with Section 10.10(a)Other Documents. Each Guarantor that is a Qualified ECP Guarantor Loan Party intends that this Section 4.8 4 constitute, and this Section 4.8 4 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Borrower and Guarantor for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor hereby hereby, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Loan Party to honor all of such Specified Credit Loan Party’s obligations under the Guaranty its Guaranty, this Agreement and the Collateral other Loan Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4Article X, or otherwise under this Agreement or any other Loan Document, voidable under any applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 10.8 shall remain in full force and effect until all of the Guaranteed Obligations shall have been indefeasibly paid and performed Paid in full and the commitments relating thereto have expired or terminatedFull, or, with respect to any Guarantor, if earlier, until such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)9.12. Each Qualified ECP Guarantor intends that this Section 4.8 10.8 constitute, and this Section 4.8 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(IISection la(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 81 Each of the Parent Guarantor and the Borrower shall, and shall cause each Guarantor that is a Qualified ECP Guarantor hereby at the time of the guarantee or the grant of a security interest under the Loan Documents, in each case, with respect to any Swap Obligation to, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Loan Documents to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 8.16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 48.16, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.16 shall remain in full force and effect until the Guaranteed Obligations have Indebtedness has been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)full. Each Qualified ECP Guarantor The Borrower intends that this Section 4.8 8.17 constitute, and this Section 4.8 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Section 4, 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 Specified Credit Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Section 4 becomes effective with respect to any Swap Obligation, to honor all of the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Section 4 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 4.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 4.9, or otherwise under this Section 4, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 4.9 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 4.9 constitute, and this Section 4.8 4.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 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 Specified Credit Party any of Borrower or any Guarantor hereunder to honor all of such Specified Credit PartyPerson’s obligations under the Guaranty and the Collateral Documents this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 4.8 6.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 46.9, or otherwise under this Agreement, voidable under applicable Debtor Relief LawsApplicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 4.8 6.9 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been indefeasibly paid and performed in full in cash (other than (A) contingent indemnification obligations as to which no claim has been asserted and the commitments relating thereto (B) obligations and liabilities under Lender-Provided H▇▇▇▇▇ and Bank Product Obligations), all Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor Loan Party intends that this Section 4.8 6.9 constitute, and this Section 4.8 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party of Borrower and each Guarantor for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article II, 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 Specified Credit Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article II becomes effective with respect to any Swap Obligation, to honor all of the Guaranteed Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article II in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 2.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 42.9, or otherwise under this Article II, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 2.9 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 2.9 constitute, and this Section 4.8 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Loan Party to honor all of such Specified Credit Loan Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The 14669370v7 obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 2.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 42.8, or otherwise under this Guaranty, as it relates to such other Guarantor, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed payment in full and of the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 2.8 constitute, and this Section 4.8 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 4. Section 3.2 of the Guaranty and Security Agreement shall be amended by inserting the following proviso at the end thereof: “; provided that in no event shall Secured Obligations be deemed to include any Excluded Swap Obligations”.

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 Specified Credit other Loan Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents its Guarantor Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 2.08 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 42.08, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until all the Guaranteed Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Article 2 shall have been indefeasibly paid and performed satisfied by payment in full and the commitments relating thereto have expired in cash (excluding contingent indemnification obligations or terminated, or, obligations with respect to any GuarantorSpecified Hedge Agreements or Specified Cash Management Obligations), if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)no Letter of Credit shall be outstanding and the Commitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 4.8 2.08 constitute, and this Section 4.8 2.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Borrowers hereby agree to cause each Qualified ECP Guarantor hereby to jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty its Guarantee and the Collateral Security Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 4.8 5.7 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4its Guarantee, voidable under the Bankruptcy Code and other applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 5.7 shall remain in full force and effect until Payment in Full of the Guaranteed Obligations have been indefeasibly paid Obligations. Each Borrower, for itself and performed in full and the commitments relating thereto have expired or terminated, or, with respect to any on behalf of each Qualified ECP Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 5.7 (and any corresponding provision of any applicable Guarantee) constitute, and this Section 4.8 5.7 (and any corresponding provision of any applicable Guarantee) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4Article IV, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor (other than any Qualified ECP Guarantor) to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 2.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 42.9, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)Termination Date. Each Qualified ECP Guarantor intends that this Section 4.8 2.9 constitute, and this Section 4.8 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (e) Section 3.2 of the Guaranty and Security Agreement is hereby amended by inserting the phrase “, other than Excluded Swap Obligations,” immediately following the phrase “of all the Obligations” therein. (f) Section 7.2 of the Guaranty and Security Agreement is hereby amended by inserting the phrase “and extensions” immediately following the phrase “to file or record financing statements, amendments” therein.

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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party’s Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Loan Party to honor all of such Specified Credit Loan Party’s obligations under 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 4.8 12.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 412, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 12.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)10.10. Each Qualified ECP Guarantor intends that this Section 4.8 12.8 constitute, and this Section 4.8 12.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. CHAR1\▇▇▇▇▇▇▇▇▇

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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)10.10. Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower shall, and shall cause each Guarantor that is a Qualified ECP Guarantor hereby at the time the Guarantee or the grant of a security interest under the Loan Documents, in each case, becomes effective with respect to any Swap Obligation to, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Obligor to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Loan Documents to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 8.17 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 48.17, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.17 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)full. Each Qualified ECP Guarantor The Borrower intends that this Section 4.8 8.17 constitute, and this Section 4.8 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Obligor for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 2.6 Amendment to Section 8.01(i) (Amendment to Notice of Dispositions): Section 8.01(i) is hereby amended and restated in its entirety as set forth below:

Keepwell. Each Guarantor that is also a 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 the Borrower or each Specified Credit Party other Guarantor to enable each such Borrower or Guarantor to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of any guarantee of or obligation of such Borrower or Guarantor to pay or perform under any Secured Hedging Agreement or Secured Cash Management Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act of 1936 (any such obligation being a “Swap Obligations (Obligation”); provided, however, that each Guarantor that is also a Qualified ECP Guarantor shall only be liable under this Section 4.8 10 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 410, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends Guarantors intend that this Section 4.8 10 constitute, and this Section 4.8 10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each Specified Credit Party other Guarantor 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations its Obligations under the Guaranty and the Collateral 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 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations Obligations and undertakings under this Section 421.13, or otherwise under this Agreement or any other Credit Document, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor - 136 - LEGAL_1:80104424.8 under this Section 4.8 Article shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 21.13 to constitute, and this Section 4.8 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 Specified Credit 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 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 Specified Credit 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 the obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10. 11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10 .11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 Follow]

Keepwell. Each Qualified ECP Guarantor hereby Obligor, 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 Specified Credit Party any other Obligor hereunder to honor all of such Specified Credit PartyObligor’s obligations under the Guaranty and the Collateral Documents this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Obligor shall only be liable under this Section 4.8 11.20 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 411.20, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Obligor under this Section 4.8 11.20 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been indefeasibly paid and performed in full and the commitments relating thereto in cash, all Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor Obligor intends that this Section 4.8 11.20 constitute, and this Section 4.8 11.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Obligor 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 and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 24 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 424, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 24 shall remain in full force and effect until the all Guaranteed Obligations shall have been indefeasibly paid and performed in full in cash (other than Unliquidated Obligations (as defined below) and the commitments relating thereto undrawn stated amount under Facility LCs) and the Commitments and all Facility LCs issued under the Credit Agreement shall have terminated or expired or terminated, or, with respect to any Guarantorin the case of all Facility LCs, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)shall have been Cash Collateralized. Each Qualified ECP Guarantor intends that this Section 4.8 24 constitute, and this Section 4.8 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 Specified Credit other Loan Party to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Documents this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 8.18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 48.18, or otherwise under this Agreement, as it relates to such Loan Party, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.18 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid termination and performed in full and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed release of all Obligations in accordance with Section 10.10(a)the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 4.8 8.18 constitute, and this Section 4.8 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit other Loan Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (i) Schedules 1 and 4 to the Guarantee and Collateral Agreement, respectively, shall be replaced in their entirety by the schedules attached hereto as Exhibit B-1 and Exhibit B-2 hereto. (j) Exhibit A to the Guarantee and Collateral Agreement is hereby amended by replacing Section 6 thereof with the following:

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 Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 21 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 421, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 21 shall remain in full force and effect until the all Guaranteed Obligations shall have been fully and finally performed and indefeasibly paid and performed in full in cash (other than Unliquidated Obligations) and the commitments relating thereto Commitments and all Facility LCs shall have terminated or expired or terminated, or, with respect in the case of all Facility LCs, are fully collateralized on terms reasonably acceptable to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)the Designated Agent. Each Qualified ECP Guarantor intends that this Section 4.8 21 constitute, and this Section 4.8 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Subsidiary Guarantor as may be needed by such Subsidiary Guarantor from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the Guaranty this Agreement and the Collateral other Loan Documents to which it is a party in respect of Swap Obligations that would, in absence of the agreement in this subsection 9.17, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, subsection 9.17 voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 subsection 9.17 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)full. Each Qualified ECP Guarantor intends that this Section 4.8 subsection 9.17 to constitute, and this Section 4.8 subsection 9.17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit Party Subsidiary Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The amendments to the Guarantee and Collateral Agreement are limited to the extent specifically set forth above and, except as provided in this Section 3, no other terms, covenants or provisions of the Guarantee and Collateral Agreement are intended to be affected hereby.

Keepwell. Each 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under the this Guaranty and the Collateral other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 4, or otherwise under this Agreement voidable under applicable Debtor Relief LawsApplicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until all of the Guaranteed Obligations and all the obligations of the Credit Parties shall have been indefeasibly paid and performed in full in cash and the commitments relating thereto have expired or Revolving Credit Commitments terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each Specified Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature pages to 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 Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 7.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.13, or otherwise under this Guaranty, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 7.13 shall remain in full force and effect until all of the Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made) have been indefeasibly paid and performed in full and the commitments relating thereto Revolving Commitments shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or expired and all Letters of Credit shall have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations been cancelled (other than Letters of Credit that have been Cash Collateralized or supported by backstop letters of credit in accordance with Section 10.10(a2.4(i)(ii) or as to which other arrangements satisfactory to the applicable Issuing Bank shall have been made). Each Qualified ECP Guarantor intends that this Section 4.8 7.13 constitute, and this Section 4.8 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other 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 Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 4.8 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.14, or otherwise under this Guaranty, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall 7.14 will remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations have been cancelled or Cash Collateralized in accordance with Section 10.10(a)the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 4.8 7.14 constitute, and this Section 4.8 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Credit Party for all purposes of section 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article 10, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 shall 10.11shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 of the Parent Guarantor and the Borrower shall, and shall cause each Guarantor that is a Qualified ECP Guarantor hereby at the time of the guarantee or the grant of a security interest under the Loan Documents, in each case, with respect to any Swap Obligation to, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Loan Documents to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 8.16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 48.16, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.16 shall remain in full force and effect until the Guaranteed Obligations have Indebtedness has been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)full. Each Qualified ECP Guarantor The Borrower intends that this Section 4.8 8.16 constitute, and this Section 4.8 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 Specified Credit Loan Party to honor all of such Specified Credit Loan Party’s obligations under the Guaranty Agreement and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 12.8 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4Article 12 [Guaranty], voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 12.8 [Keepwell] shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed Payment in full and the commitments relating thereto have expired or terminatedFull, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a)10.11. Each Qualified ECP Guarantor intends that this Section 4.8 12.8 [Keepwell] constitute, and this Section 4.8 12.8 [Keepwell] shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under ​ ​ applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 ActAct or any regulations promulgated 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Commitments have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 41 LEGAL02/44107030v1

Keepwell. Each Without limiting anything in this Section 10.15, 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Section 10.15 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 clause (o) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this clause (o), or otherwise under this Section 410.15, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 clause (o) shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Secured Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 clause (o) constitute, and this Section 4.8 clause (o) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each of the Parent Guarantor and the Borrower shall, and shall cause each Guarantor that is a Qualified ECP Guarantor hereby at the time of the guarantee or the grant of a security interest under the Loan Documents, in each case, with respect to any Swap Obligation to, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each Specified Credit Party other Guarantor to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Loan Documents to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 8.17 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 48.17, or otherwise under this Agreement, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.17 shall remain in full force and effect until the Guaranteed Obligations have Indebtedness has been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a)full. Each Qualified ECP Guarantor The Borrower intends that this Section 4.8 8.17 constitute, and this Section 4.8 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Guarantor 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Commitments have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 8.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 48, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 8.8 shall remain in full force and effect until the Guaranteed Swap Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 8.8 constitute, and this Section 4.8 8.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section SECTION 4, voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 4.8 7.14 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.14, or otherwise under this Guaranty, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall 7.14 will remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations have been cancelled or Cash Collateralized in accordance with Section 10.10(a)the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 4.8 7.14 constitute, and this Section 4.8 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 164 [[8076235]]

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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article 10, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 shall 10.11shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes Obligations (other than (i) contingent indemnification obligations to the extent no claim giving rise thereto has been asserted, (ii) Bank Product Debt that, at the time of section 1a(18)(A)(v)(II) determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of the Commodity Exchange Act.any document governing such Bank Product Debt, and

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 Specified other Credit Party to honor all of such Specified Credit Party’s its obligations under the this Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 4.8 7.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 47.13, or otherwise under this Guaranty, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall 7.13 will remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto Revolving Credit Commitments will have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied and all Letters of Credit will have expired (without any pending drawing) or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations have been cancelled or cash collateralized in accordance with Section 10.10(a)the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 4.8 7.13 constitute, and this Section 4.8 shall 7.13 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified other Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time the guaranty by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the Guaranty its guaranty and the Collateral other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, 35 voidable under applicable Debtor Relief LawsApplicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 35 shall remain in full force and effect until the Guaranteed Guarantied Obligations have been indefeasibly paid and performed in full and full. Solely for purposes of the commitments relating thereto have expired or terminatedCommodity Exchange Act, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each each Qualified ECP Guarantor intends that this Section 4.8 35 to constitute, and for such purposes this Section 4.8 35 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange ActLoan Party.

Keepwell. Each Borrower and Guarantor, if it is a Qualified ECP Guarantor hereby Guarantor, jointly and severally severally, hereby absolutely, unconditionally and irrevocably (i) guaranties the prompt payment and performance of all obligations under any Hedging Agreements owing by each Non-Qualifying Party (it being understood and agreed that this guaranty is a guaranty of payment and not of collection), and (ii) undertakes to provide such funds or other support as may be needed from time to time by each Specified Credit any Non-Qualifying Party to honor all of such Specified Credit Non-Qualifying Party’s obligations under the Guaranty and the Collateral Documents this Agreement or any Loan Document in respect of Swap Obligations obligations under any Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 9.26 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 49.26, or otherwise under this Agreement or any other Loan Document, voidable under applicable Debtor Relief LawsRequirements of Law, including applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 9.26 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed payment in full of the Obligations (except Unasserted Contingent Obligations) and termination of this Agreement 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 in accordance with Section 10.10(a)other Loan Documents. Each Qualified ECP Guarantor intends that this Section 4.8 9.26 constitute, and this Section 4.8 9.26 shall be deemed to constitute, a guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party other Borrower or Guarantor for all purposes of section 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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.. AMERICAS/2019137620.172023902845.2 183

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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.12, or otherwise under this Article X, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.12 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.12 constitute, and this Section 4.8 10.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 ActAct or any regulations promulgated thereunder.

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 Specified Credit Party other Borrower to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral 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 4.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 4Section, or otherwise under this Guaranty or any other Loan Document, voidable under applicable Debtor Relief Laws, any debtor relief laws and not for any greater amount). The Subject to Section 5 of this Guaranty, the obligations and undertakings of each the Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until all of the Guaranteed Obligations and all the obligations of the Borrowers shall have been indefeasibly paid and performed in full and the commitments relating thereto have expired or Commitments terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each The Qualified ECP Guarantor intends that this Section 4.8 constitute, and this Section 4.8 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each Specified other Credit Party for all purposes of section 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. H▇▇▇▇▇ ▇▇▇▇▇▇, Inc. By: Name: Title:

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 Specified Credit Party to honor all of such Specified Credit Party’s obligations under 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 4.8 10.8 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, 10.8 voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 10.8 shall remain in full force and effect until such time as the Guaranteed Obligations under the Loan Documents (other than contingent indemnification and expense reimbursement obligations not then due or asserted) have been indefeasibly paid and performed in full and the commitments relating thereto Revolving Credit Commitments have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 4.8 10.8 constitute, and this Section 4.8 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Grantor that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest hereunder or under the other Loan Documents, as applicable, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each Specified Credit Party to honor all of such Specified Credit Party’s its obligations under the Guaranty and the Collateral Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 4, 29 voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 29 shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full 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 this Agreement terminates in accordance with Section 10.10(a)26. Each Qualified ECP Guarantor intends that this Section 4.8 29 to constitute, and this Section 4.8 29 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each Specified Credit 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 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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article 10, voidable under applicable Debtor Relief LawsLaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full of all Loans 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 in accordance with Section 10.10(a)other Credit Party Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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 Follow]

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 Specified Credit 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 the Obligations of such Specified Credit Party’s obligations Guarantor under the Guaranty and the Collateral Documents this Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.8 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 410.11, or otherwise under this Article X, voidable under applicable Debtor Relief Lawslaw relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 4.8 10.11 shall remain in full force and effect until termination of the Guaranteed Obligations have been indefeasibly paid Commitments and performed payment in full in cash of all Loans 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 in accordance with Section 10.10(a)other Obligations. Each Qualified ECP Guarantor intends that this Section 4.8 10.11 constitute, and this Section 4.8 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit 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.. |US-DOCS\140878708.9|| |US-DOCS\140878708.9||

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 Specified Credit Party any of Borrower or any Guarantor hereunder to honor all of such Specified Credit PartyPerson’s obligations under the Guaranty and the Collateral Documents this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 4.8 6.9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 46.9, or otherwise under this Agreement, voidable under applicable Debtor Relief LawsApplicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 4.8 6.9 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been indefeasibly paid and performed in full in cash (other than (A) contingent indemnification obligations as to which no claim has been asserted and the commitments relating thereto (B) obligations and liabilities under Lender-Provided Hedges and Bank Product Obligations), all Letters of Credit shall have expired or been terminated and the Commitments shall have expired or been terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in accordance with Section 10.10(a). Each Qualified ECP Guarantor Loan Party intends that this Section 4.8 6.9 constitute, and this Section 4.8 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Credit Party of Borrower and each Guarantor for all purposes of section Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.