Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents (provided, however, that the Borrower shall only be liable under this Section 5.18 for the amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee Guaranty and Security Collateral Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18Section, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The (a) Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) Benefitting Guarantor in order for such Loan Party Benefitting Guarantor to honor its obligations under the Guarantee Facility Guaranty and Security Agreement including obligations any other Loan Paper with respect to Hedging Obligations secured by the Collateral Documents Hedge Transactions (provided, however, that the Borrower shall only be liable under this Section 5.18 8.12(a) for the maximum amount of such liability that can be hereby incurred without rendering its their obligations under this Section 5.188.12(a), or otherwise under this AgreementAgreement or any Loan Paper, as it relates to such Benefitting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.12(a) shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the LendersBanks, the Administrative Agent and all other Secured PartiesParties to whom Obligations are owing, and all of the LendersBanks’ Commitments are terminated. The Borrower intends that this Section 5.18 8.12(a) constitute, and this Section 5.18 8.12(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Benefitting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Paper, the Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Loan Paper, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.1810.14, or otherwise under this AgreementAgreement or any Credit Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 10.14 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 10.14 constitute, and this Section 5.18 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security Collateral Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.17 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.17 constitute, and this Section 5.18 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 9.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.189.16, or otherwise under this AgreementAgreement or any Credit Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 9.16 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 9.16 constitute, and this Section 5.18 9.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.16, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.16 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, Lenders and the Administrative Agent and all other Secured PartiesAgent, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.16 constitute, and this Section 5.18 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under its respective Guarantee of the Guarantee and Security Agreement Obligations including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 5.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.185.15, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 5.15 shall remain in full force and effect until all the Commitments have expired or been terminated and the Obligations shall have been paid in full in cash (other than any indemnification and other contingent indemnification obligationsobligations not then due and payable and as to which no claim has been made at such time) are paid and all Letters of Credit shall have expired or terminated, in full each case, without any pending draw (or arrangements otherwise reasonably satisfactory to the Lenders, the Administrative Agent and all other Secured Partiesapplicable Issuing Bank in respect thereof have been made), and all of the Lenders’ Commitments are terminatedLC Disbursements shall have been reimbursed. The Borrower intends that this Section 5.18 5.15 constitute, and this Section 5.18 5.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.18, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.18 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ ' Commitments are terminated. The Borrower intends that this Section 5.18 8.18 constitute, and this Section 5.18 8.18 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower Prior to the Investment Grade Rating Date, the Company hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the BorrowerCompany) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the BorrowerCompany) in order for such Loan Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Agreements (provided, however, that the Borrower Company shall only be liable under this Section 5.18 5.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.185.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower Company under this Section 5.18 5.17 shall remain in full force and effect until all amounts owing to the Guaranteed Parties on account of the Obligations (other than contingent indemnification obligations) are irrevocably and indefeasibly paid in full to the Lendersin cash, the Administrative Agent and all other Secured Parties, no Letter of Credit is outstanding and all of the Lenders’ Commitments are terminated. The Borrower Company intends that this Section 5.18 5.17 shall constitute, and this Section 5.18 5.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Collateral Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 6.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.186.10, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 6.10 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 6.10 constitute, and this Section 5.18 6.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) that is not otherwise an “eligible contract participant” as defined in the Commodity Exchange Act in order for such Loan Credit Party to honor its obligations under the Guarantee and Security Collateral Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.16, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.16 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.16 constitute, and this Section 5.18 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the its respective Guarantee and Security Agreement including obligations with in respect to Hedging Obligations secured by the Collateral Documents of Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 9.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.189.15, or otherwise under this AgreementAgreement or any Credit Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 9.15 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured PartiesParties (other than Hedging Obligations under Secured Hedge Agreements, Cash Management Obligations under Secured Cash Management Agreements and contingent indemnification obligations, in each case, not then due and payable), and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 9.15 constitute, and this Section 5.18 9.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 9.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.189.15, or otherwise under this AgreementAgreement or any Credit Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 9.15 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 9.15 constitute, and this Section 5.18 9.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Collateral Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18Section, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment will, and performance of all Obligations of will cause each other Loan Party (other than the Borrower) and absolutelythat is a Qualified ECP Guarantor to, unconditionally and irrevocably undertakes to provide such funds or other credit support to each other Loan Party as may be needed by such Loan Party from time to time to each Loan Party (other than the Borrower) in order for honor all of such Loan Party to honor its Party's obligations under the Guarantee guaranty provided under the Guaranty Agreement and Security Agreement including under the other Loan Documents, including, without limitation, obligations with respect to Hedging guaranty Secured Obligations secured by constituting Swap Obligations that would, in the Collateral Documents (provided, however, that absence of the Borrower shall only be liable under agreement in this Section 5.18 for 10.17, otherwise constitute Excluded Swap Obligations (but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor's obligations under this Section 5.1810.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of the Borrower under this Section 5.18 10.17 shall remain in full force and effect until all Secured Obligations (other than contingent indemnification obligations) are have been indefeasibly paid and performed in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedfull. The Borrower intends Loan Parties intend that this Section 5.18 10.17 constitute, and this Section 5.18 10.17 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (xiv) Section 10.15 of the Credit Agreement is hereby amended by amending and restating such Section in its entirety to read as follows:

Commodity Exchange Act Keepwell Provisions. The Borrower Company hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the BorrowerCompany) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the BorrowerCompany) in order for such Loan Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Agreements (provided, however, that the Borrower Company shall only be liable under this Section 5.18 5.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.185.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower Company under this Section 5.18 5.17 shall remain in full force and effect until all amounts owing to the Guaranteed Parties on account of the Obligations (other than contingent indemnification obligations) are irrevocably and indefeasibly paid in full to the Lendersin cash, the Administrative Agent and all other Secured Parties, no Letter of Credit is outstanding and all of the Lenders’ Commitments are terminated. The Borrower Company intends that this Section 5.18 5.17 shall constitute, and this Section 5.18 5.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment Undertake, and performance of all Obligations of cause each Loan Party (other than the Borrower) and absolutelyRestricted Subsidiary that is a Qualified ECP Guarantor to undertake, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) Benefiting Guarantor in order for such Loan Party Benefiting Guarantor to honor its obligations (without giving effect to Section 7.17(b)) under the Guarantee Guaranty and Security Agreement any Collateral Document including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Contracts (provided, however, that the Borrower shall only be liable under this Section 5.18 7.17(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.187.17(a), or otherwise under this AgreementAgreement or any Loan Document, as it relates to such Benefiting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 7.17(a) shall remain in full force and effect until all Obligations (other than contingent indemnification and expense obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Partiesfull, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 7.17(a) constitute, and this Section 5.18 7.17(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Benefiting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) Guarantor that is a Subsidiary and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) such Guarantor that is a Subsidiary in order for such Loan Party Guarantor that is a Subsidiary to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such Guarantors that are Subsidiaries, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.17 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.17 constitute, and this Section 5.18 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor that is a Subsidiary for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 2.5 Section 9.19. A new Section 9.19 is hereby added to the Credit Agreement immediately following Section 9.18 thereof, which Section 9.19 shall read in full as follows:

Commodity Exchange Act Keepwell Provisions. The Borrower Parent and each of the Borrowers hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Credit Party (other than the Borroweritself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borroweritself) in order for such Loan other Credit Party to honor its obligations under the Guarantee and Security Agreement its respective Loan Documents to which it is a party including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower Parent and each Borrower, as applicable, shall only be liable under this Section 5.18 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.18, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Parent and each Borrower under this Section 5.18 8.18 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.18 constitute, and this Section 5.18 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Secured Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee Guaranty and Security Collateral Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18Section, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 shall remain in full force and effect until all Secured Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party Guarantor (other than the Borrower) that is not otherwise an “eligible contract participant” as defined in the Commodity Exchange Act in order for such Loan Party Guarantor to honor its obligations under the Guarantee and Security Agreement Guaranty including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.15, or otherwise under this AgreementAgreement or any other Loan Document, as it relates to such other Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.15 shall remain in full force and effect until all Obligations Indebtedness (other than contingent indemnification obligations) are is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.15 constitute, and this Section 5.18 8.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The . Each of the Parent, OP LLC and the Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Credit Party (other than the Borroweritself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borroweritself) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower shall only be liable under this Section 5.18 8.17 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 5.188.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.17 was not in effect). The obligations of the Parent, OP LLC and the Borrower under this Section 5.18 8.17 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all Full. Each of the Lenders’ Commitments are terminated. The Parent, OP LLC and the Borrower intends that this Section 5.18 8.17 constitute, and this Section 5.18 8.1 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide to each Restricted Subsidiary such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) by such Restricted Subsidiary in order for such Loan Party Restricted Subsidiary to honor its obligations under the Guarantee and Security Agreement including obligations Obligations with respect to any Swap Agreements or CFTC Hedging Obligations secured for which it is liable, whether such Swap Agreements or CFTC Hedging Obligations are entered into directly by such Restricted Subsidiary or are guaranteed under the Collateral Documents Guaranty and Pledge Agreement (provided, however, that the Borrower shall only be liable under this Section 5.18 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.16, or otherwise under this AgreementAgreement or any Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.16 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid this Agreement is terminated in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedaccordance with its terms. The Borrower intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, 8.16 constitute a “keepwell, support, or other agreement” for the benefit of each other Loan Party Restricted Subsidiary for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.22, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.22 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, Lenders and the Administrative Agent and all other Secured PartiesAgent, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.22 constitute, and this Section 5.18 8.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents (provided, however, that the Borrower shall only be liable under this Section 5.18 5.21 for the amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.185.21, or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 5.21 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 5.21 constitute, and this Section 5.18 5.21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower Each Qualified ECP Guarantor hereby guarantees the payment and performance of all Obligations of each Loan Borrower Party (other than the Borroweritself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan by any other Borrower Party (other than the Borrower) that is not a Qualified ECP Guarantor in order for such Loan other Borrower Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents (provided, however, that the Borrower each Qualified ECP Guarantor shall only be liable under this Section 5.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.18, or otherwise under this Agreement, Agreement or any Document executed or delivered in connection with the Obligations voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower each Qualified ECP Guarantor under this Section 5.18 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedTermination Date. The Borrower Each Qualified ECP Guarantor intends that this Section 5.18 constitute, and this Section 5.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Borrower Party that is not a Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The provisions of this Section 5.18 shall supercede and control over any contrary provision of the Guaranty.”

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 7.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.187.16, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 7.16 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 7.16 constitute, and this Section 5.18 7.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.20, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.20 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, Lenders and the Administrative Agent and all other Secured PartiesAgent, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.20 constitute, and this Section 5.18 8.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Each of the Parent, OP LLC and the Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Credit Party (other than the Borroweritself) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borroweritself) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Parent, OP LLC and the Borrower shall only be liable under this Section 5.18 8.17 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 5.188.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (b) without rendering such Credit Party liable for amounts to creditors, other than the Secured Parties, that such Credit Party would not otherwise have made available to such creditors if this Section 8.17 was not in effect). The obligations of the Parent, OP LLC and the Borrower under this Section 5.18 8.17 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all Full. Each of the Lenders’ Commitments are terminated. The Parent, OP LLC and the Borrower intends that this Section 5.18 8.17 constitute, and this Section 5.18 8.1 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and Exhibit 10.01 2023 10-K irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 4.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.184.15, or otherwise under this AgreementAgreement or any Security Instrument, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 4.15 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured PartiesLender, and all of the Lenders’ Lender’s Commitments are terminated. The Borrower intends that this Section 5.18 4.15 constitute, and this Section 5.18 4.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Credit Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Credit Party (other than the Borrower) in order for such Loan Credit Party to honor its obligations under the Guarantee and Security its respective Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Hedge Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 9.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.189.15, or otherwise under this AgreementAgreement or any Credit Document, as it relates to such other Credit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 9.15 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 9.15 constitute, and this Section 5.18 9.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act...

Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to by each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations (a) under Swap Agreements to which such Loan Party is a party and (b) under the Guarantee and Security Guaranty Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 5.18 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.188.17, or otherwise under this AgreementAgreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 5.18 8.17 shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured PartiesPersons to whom Indebtedness is owing, and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 5.18 8.17 constitute, and this Section 5.18 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.