Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.19(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a), or otherwise under this Agreement or any Loan Document, 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 8.19(a) shall remain in full force and effect until all 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 8.19(a) constitute, and this Section 8.19(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all Indebtedness 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 by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 8.19(b(b)) under the Facility Guaranty Agreement and any other Security Instrument Loan Paper including obligations with respect to Swap Agreements Hedge Transactions (provided, however, that the Borrower shall only be liable under this Section 8.19(a8.13(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a8.13(a), or otherwise under this Agreement or any Loan DocumentPaper, 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 8.19(a8.13(a) shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the LendersBanks, the Administrative Agent and all other Secured PartiesPersons to whom Obligations are owing, and all of the LendersBanks’ Commitments are terminated. The Borrower intends that this Section 8.19(a8.13(a) constitute, and this Section 8.19(a8.13(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan DocumentPaper, Indebtedness Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security InstrumentLoan Paper, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees and the payment Parent MLP shall, and performance of all Indebtedness of shall cause each Loan Party (other than the Borrower) Qualified ECP Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Benefitting Guarantor in order for such Benefitting Guarantor other Loan Party to honor all of its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument including obligations with Instruments in respect to Swap of Hedging Agreements (provided, however, that the Borrower each Qualified ECP Guarantor shall only be liable under this Section 8.19(a) 8.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)8.13, or otherwise under this Agreement or any Loan DocumentSecurity Instrument, as it relates to such Benefitting Guarantorother Loan Party, 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 8.19(a) 8.13 shall remain in full force and effect until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all Indebtedness is fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full to the Lenders, the Administrative Agent in immediately available funds and all other Secured Parties, Letters of Credit shall have expired or terminated or been cash collateralized and all of the Lenders’ Commitments are terminatedLC Disbursements shall have been reimbursed. The Borrower Each Qualified ECP Guarantor intends that this Section 8.19(a) 8.13 constitute, and this Section 8.19(a) 8.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Credit Party (other than itself) in order for such Benefitting Guarantor Credit Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty and Security Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)8.18, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 8.18 was not in effect). The obligations of the Borrower Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.19(a) 8.18 shall remain in full force and effect until all 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 Each of the Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.19(a) 8.18 constitute, and this Section 8.19(a) 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Each of the Parent, OP LLC and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Credit Party (other than itself) in order for such Benefitting Guarantor Credit Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty and Security Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)8.18, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 8.18 was not in effect). The obligations of the Borrower Parent, OP LLC and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.19(a) 8.18 shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all Full has occurred. Each of the Lenders’ Commitments are terminated. The Parent, OP LLC and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.19(a) 8.18 constitute, and this Section 8.19(a) 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment Undertake, and performance of all Indebtedness of cause each Loan Party (other than the Borrower) and absolutelySubsidiary 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 by each Benefitting Benefiting Guarantor in order for such Benefitting Benefiting Guarantor to honor its obligations (without giving effect to Section 8.19(b7.17(b)) under the Guaranty Agreement and any other Security Instrument Collateral Document including obligations with respect to Swap Agreements Contracts (provided, however, that the Borrower shall only be liable under this Section 8.19(a7.17(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a7.17(a), or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting 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 8.19(a7.17(a) shall remain in full force and effect until all Indebtedness is 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 8.19(a7.17(a) constitute, and this Section 8.19(a7.17(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Benefiting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions provision of this Agreement or any other Loan Document, Indebtedness the Obligations guaranteed by any Guarantor, Loan Party or secured by the grant of any Lien by such Guarantor under any Security Instrument, Loan Party shall exclude all Excluded Swap Obligations with respect to of such GuarantorLoan Party.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all Indebtedness of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide to each Parent Guarantor and each Restricted Subsidiary such funds or other support as may be needed from time to time by each Benefitting such Parent Guarantor or Restricted Subsidiary in order for such Benefitting Parent Guarantor or Restricted Subsidiary to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument including obligations Obligations with respect to Swap Agreements, whether such Swap Agreements are entered into directly by such Parent Guarantor or Restricted Subsidiary or are guaranteed under the Parent Guaranty and Pledge Agreement or the Guaranty and Pledge Agreement, as applicable (provided, however, that the Borrower shall only be liable under this Section 8.19(a) 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)8.16, or otherwise under this Agreement or any Loan Document, 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 8.19(a) 8.16 shall remain in full force and effect until all Indebtedness this Agreement is paid 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 8.19(a) constitute, and this Section 8.19(a) shall be deemed to constitute, 8.16 constitute a “keepwell, support, or other agreement” for the benefit of each Benefitting Parent Guarantor and Restricted Subsidiary for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Loan Party (other than the Borrower) in order for such Benefitting Guarantor Loan Party to honor its obligations (without giving effect a) under Swap Agreements to Section 8.19(b)which such Loan Party is a party and (b) under the Guaranty Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.19(a) 8.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)8.15, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 8.19(a) 8.15 shall remain in full force and effect until all 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 8.19(a) 8.15 constitute, and this Section 8.19(a) 8.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 2.8 Amendment to Section 9.04(e). Section 9.04(e) of the Credit Agreement is hereby amended by deleting the reference to “this clause (b) Notwithstanding any other provisions of v)” contained in such Section and inserting in lieu thereof a reference to “this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantorclause (e)”.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment Undertake, and performance of all Indebtedness 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 by each Benefitting Benefiting Guarantor in order for such Benefitting Benefiting Guarantor to honor its obligations (without giving effect to Section 8.19(b7.17(b)) under the Guaranty Agreement and any other Security Instrument Collateral Document including obligations with respect to Swap Agreements Contracts (provided, however, that the Borrower shall only be liable under this Section 8.19(a7.17(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a7.17(a), or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting 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 8.19(a7.17(a) shall remain in full force and effect until all Indebtedness is 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 8.19(a7.17(a) constitute, and this Section 8.19(a7.17(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Benefiting Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions provision of this Agreement or any other Loan Document, Indebtedness the Obligations guaranteed by any Guarantor, Loan Party or secured by the grant of any Lien by such Guarantor under any Security Instrument, Loan Party shall exclude all Excluded Swap Obligations with respect to of such GuarantorLoan Party.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Each of the Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Credit Party (other than itself) in order for such Benefitting Guarantor Credit Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty and Security Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) 8.17 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)8.17, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 Borrower Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.19(a) 8.17 shall remain in full force and effect until all 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 Each of the Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.19(a) 8.17 constitute, and this Section 8.19(a) 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all Indebtedness Obligations of each Loan 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 by each Benefitting Guarantor Loan Party (other than itself) in order for such Benefitting Guarantor Loan Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement Guarantee and any other Security Instrument Collateral Agreement, including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.19(a) for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)Section, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount, and (b) without rendering such Loan Party liable for amounts to creditors, other than the Secured Parties, that such Loan Party would not otherwise have made available to such creditors if this Section was not in effect). The obligations of the Borrower under this Section 8.19(a) shall remain in full force and effect until all Indebtedness is 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 8.19(a) constitute, and this Section 8.19(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan 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, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Each of the Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Credit Party (other than itself) in order for such Benefitting Guarantor Credit Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty and Security Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) 8.18 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)8.18, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 8.18 was not in effect). The obligations of the Borrower Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.19(a) 8.18 shall remain in full force and effect until all 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 Each of the Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.19(a) 8.18 constitute, and this Section 8.19(a) 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Restricted Person that is not otherwise an Eligible Contract Participant in order for such Benefitting Guarantor Restricted Person to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement its Guarantee and any other Security Instrument including obligations Loan Document with respect to Swap Agreements Lender Hedging Obligations (provided, however, that the Borrower shall only be liable under this Section 8.19(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)Section, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.19(a) shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedFull. The Borrower intends that for this Section 8.19(a) to constitute, and this Section 8.19(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor Restricted Subsidiary for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness the Secured Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security InstrumentLoan Document, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Credit Party (other than the Borrower) in order for such Benefitting Guarantor Credit Party to honor its obligations (without giving effect to Section 8.19(b)) under the its respective Guaranty Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.19(a) 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)8.16, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 8.19(a) 8.16 shall remain in full force and effect until all Indebtedness (excluding contingent indemnification obligations not due and payable) is paid in full to the Lenders, the Administrative Agent and all other Secured PartiesParties (or, for purposes of Letters of Credit, such Letters of Credit are cash collateralized to the reasonable satisfaction of the Issuing Bank) and all of the Lenders’ Commitments are terminated. The Borrower intends that this Section 8.19(a) 8.16 shall constitute, and this Section 8.19(a) 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness Obligations in respect of any Lender Hedging Agreement of each Loan 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 by each Benefitting Guarantor Loan Party (other than itself) in order for such Benefitting Guarantor Loan Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument including obligations with respect to Swap Lender Hedging Agreements (provided, however, that the Borrower Borrower, to the extent it is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)Section, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother Loan Parties, voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (b) without rendering such Loan Party liable for amounts to creditors, other than the Secured Parties, that such Loan Party would not otherwise have made available to such creditors if this Section was not in effect). The obligations of the Borrower Borrower, to the extent it is a Qualified ECP Guarantor, under this Section 8.19(a) shall remain in full force and effect until all Indebtedness is 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 8.19(a) constitute, and this Section 8.19(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Restricted Person that is not otherwise an Eligible Contract Participant in order for such Benefitting Guarantor Restricted Person to honor its obligations (without giving effect to Section 8.19(b)) under the its Guaranty Agreement and any other Security Instrument including obligations Loan Document with respect to Swap Agreements Lender Hedging Obligations (provided, however, that the Borrower shall only be liable under this Section 8.19(a) section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)Section, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantor, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 8.19(a) section shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminatedFull. The Borrower intends that for this Section 8.19(a) section to constitute, and this Section 8.19(a) section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor Restricted Subsidiary for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness the Secured Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security InstrumentLoan Document, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all Indebtedness of each Loan Party (other than the Borrower) Guarantor and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument its respective guaranty agreement including obligations with respect to Swap Agreements Obligations (provided, however, that the Borrower shall only be liable under this Section 8.19(a) 8.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)8.19, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting other 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 8.19(a) 8.19 shall remain in full force and effect until all 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 8.19(a) 8.19 constitute, and this Section 8.19(a) 8.19 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each Benefitting other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act." (bg) Notwithstanding any other provisions Section 9.18 of this the Credit Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.is hereby amended and restated in its entirety as follows:

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Each of the Parent and the Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness Obligations of each Loan 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 by each Benefitting Guarantor Loan Party (other than itself) in order for such Benefitting Guarantor Loan Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Guarantee Agreement and any other Security Instrument including obligations with respect to Swap Hedge Agreements (provided, however, that the Borrower Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)Section, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother Loan Parties, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (b) without rendering such Loan Party liable for amounts to creditors, other than the Secured Parties, that such Loan Party would not otherwise have made available to such creditors if this Section was not in effect). The obligations of the Borrower Parent and the Borrower, to the extent each is a Qualified ECP Guarantor, under this Section 8.19(a) shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Revolving Commitments are terminated. The Each of the Parent and the Borrower that is a Qualified ECP Guarantor intends that this Section 8.19(a) constitute, and this Section 8.19(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Borrower, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all Indebtedness Secured Obligations in respect of any Lender Hedging Agreement of each Loan Party (other than itself), each OpCo Entity, each JV Holdco and each Secured Joint Venture (collectively, the Borrower“Keepwell Parties”) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Benefitting Guarantor Keepwell Party, in order for such Benefitting Guarantor Keepwell Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument including obligations guaranty provided in this Article XI (and/or the grant of a Lien on its Property) with respect to Swap Lender Hedging Agreements (provided, however, that the Borrower Borrower, to the extent it is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)Section, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting GuarantorKeepwell Parties, voidable under applicable law laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (b) without rendering such Keepwell Party liable for amounts to creditors, other than the Secured Parties, that such Keepwell Party would not otherwise have made available to such creditors if this Section was not in effect). The obligations of the Borrower Borrower, to the extent it is a Qualified ECP Guarantor, under this Section 8.19(a) shall remain in full force and effect until all Indebtedness is Secured 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 8.19(a) constitute, and this Section 8.19(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan Party and each Keepwell Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower Each member of the Parent Group, to the extent that it is a Qualified ECP Guarantor, hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor Credit Party (other than itself) in order for such Benefitting Guarantor Credit Party to honor its obligations (without giving effect to Section 8.19(b)) under the Guaranty and Security Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower each member of the Parent Group, to the extent each is a Qualified ECP Guarantor, shall only be liable under this Section 8.19(a) 8.16 for the maximum amount of such liability that can be hereby incurred (a) without rendering its obligations under this Section 8.19(a)8.16, or otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Guarantorother 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 8.16 was not in effect). The obligations of each member of the Borrower Parent Group, to the extent each is a Qualified ECP Guarantor, under this Section 8.19(a) 8.16 shall remain in full force and effect until all Indebtedness is paid Payment in full to the Lenders, the Administrative Agent and all other Secured Parties, and all Full has occurred. Each member of the Lenders’ Commitments are terminated. The Borrower Parent Group that is a Qualified ECP Guarantor intends that this Section 8.19(a) 8.16 constitute, and this Section 8.19(a) 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all Indebtedness 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 by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 8.19(bto(b)) under the Facility Guaranty Agreement and any other Security Instrument Loan Paper including obligations with respect to Swap Agreements Hedge Transactions (provided, however, that the Borrower shall only be liable under this Section 8.19(a8.13(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a8.13(a), or otherwise under this Agreement or any Loan DocumentPaper, 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 8.19(a8.13(a) shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the LendersBanks, the Administrative Agent and all other Secured PartiesPersons to whom Obligations are owing, and all of the LendersBanks’ Commitments are terminated. The Borrower intends that this Section 8.19(a8.13(a) constitute, and this Section 8.19(a8.13(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 DocumentPaper, Indebtedness Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security InstrumentLoan Paper, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all 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 by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 8.19(b8.17(b)) under the Guaranty Agreement and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the Borrower shall only be liable under this Section 8.19(a8.17(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a8.17(a), or otherwise under this Agreement or any Loan Document, 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 8.19(a8.17(a) shall remain in full force and effect until all 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 8.19(a8.17(a) constitute, and this Section 8.19(a8.17(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees (and following the payment Parent MLP IPO, the Parent MLP) shall, and performance of all Indebtedness of shall cause each Loan Party (other than the Borrower) Qualified ECP Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Benefitting Guarantor in order for such Benefitting Guarantor other Loan Party to honor all of its obligations (without giving effect to Section 8.19(b)) under the Guaranty Agreement and any other Security Instrument including obligations with Instruments in respect to Swap of Hedging Agreements (provided, however, that the Borrower each Qualified ECP Guarantor shall only be liable under this Section 8.19(a) 8.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a)8.13, or otherwise under this Agreement or any Loan DocumentSecurity Instrument, as it relates to such Benefitting Guarantorother Loan Party, 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 8.19(a) 8.13 shall remain in full force and effect until the Commitments have expired or been terminated and the principal of and interest on each Loan and all Indebtedness is fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full to the Lenders, the Administrative Agent in immediately available funds and all other Secured Parties, Letters of Credit shall have expired or terminated or been cash collateralized and all of the Lenders’ Commitments are terminatedLC Disbursements shall have been reimbursed. The Borrower Each Qualified ECP Guarantor intends that this Section 8.19(a) 8.13 constitute, and this Section 8.19(a) 8.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Benefitting Guarantor other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A) (v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Indebtedness guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Guarantor.

Commodity Exchange Act Keepwell Provisions. (a) The Borrower hereby guarantees the payment and performance of all Indebtedness 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 by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 8.19(b8.13(b)) under the Facility Guaranty Agreement and any other Security Instrument Loan Paper including obligations with respect to Swap Agreements Hedge Transactions (provided, however, that the Borrower shall only be liable under this Section 8.19(a8.13(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.19(a8.13(a), or otherwise under this Agreement or any Loan DocumentPaper, 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 8.19(a8.13(a) shall remain in full force and effect until all Indebtedness is Obligations are paid in full to the LendersBanks, the Administrative Agent and all other Secured PartiesPersons to whom Obligations are owing, and all of the LendersBanks’ Commitments are terminated. The Borrower intends that this Section 8.19(a8.13(a) constitute, and this Section 8.19(a8.13(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each 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 DocumentPaper, Indebtedness Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security InstrumentLoan Paper, shall exclude all Excluded Swap Obligations with respect to such Guarantor. 2.6 New Section 9.14