Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. Each Qualified ECP Guarantor hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower or Guarantor in order for each such other Borrower or Guarantor to honor its obligations under this Agreement and the other Financing Agreements including Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.25, or otherwise under this Agreement or any other Financing Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until all Obligations are paid in full to the Lenders and Agent, and all of the Lenders’ Revolving Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each Qualified ECP Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other credit support as may be needed from time to time by each other Borrower or Guarantor in order for each such other Borrower or Guarantor to honor all of its obligations under this Agreement and the other Financing Guaranty in respect of Hedging Agreements including Hedge constituting Swap Obligations with respect to such Qualified ECP Guarantor (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 5.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.255.20, or otherwise under this Agreement or any other Financing AgreementGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 5.20 shall remain in full force and effect until all the Guaranteed Obligations are have been indefeasibly paid in full to the Lenders and Agentin cash, and all of the Lenders’ Revolving Commitments are lending and other credit commitments under the Credit Agreement and the Loan Documents have been terminated and the Credit Agreement and the Loan Documents shall have been terminated. Each Qualified ECP Guarantor intends that this Section 9.25 5.20 constitute, and this Section 9.25 5.20 shall be deemed to constitute, a “"keepwell, support, support or other agreement” " for the benefit of each other Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each Qualified ECP The Borrower hereby guarantees the payment and performance of all Indebtedness of each Guarantor hereby and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower or Guarantor in order for each such other Borrower or Guarantor to honor its obligations under this Agreement and the other Financing Guaranty Agreement, including obligations with respect to Swap Agreements including Hedge Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 9.25 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.258.18, or otherwise under this Agreement or any other Financing AgreementLoan Document, as it relates to such Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower under this Section 9.25 8.18 shall remain in full force and effect until all Obligations are Indebtedness is paid in full to the Lenders and the Administrative Agent, and all of the Lenders’ Revolving Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 9.25 8.18 constitute, and this Section 9.25 8.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each Qualified ECP The Borrower hereby guarantees the payment and performance of all Indebtedness of each Guarantor hereby and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower or Guarantor in order for each such other Borrower or Guarantor to honor its obligations under this Agreement and the other Financing Agreements its respective guaranty agreement including Hedge obligations with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 9.25 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.258.17, or otherwise under this Agreement or any Loan Document, as it relates to such other Financing AgreementGuarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower under this Section 9.25 8.17 shall remain in full force and effect until all Obligations are Indebtedness is paid in full to the Lenders Lenders, the Administrative Agent and Agentall other Secured Parties, and all of the Lenders’ Revolving Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 9.25 8.17 constitute, and this Section 9.25 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each Qualified ECP The Borrower hereby guarantees the payment and performance of all Indebtedness of each Guarantor hereby and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower or Guarantor in order for each such other Borrower or Guarantor to honor its obligations under this Agreement and the other Financing Agreements its respective guaranty agreement including Hedge obligations with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 9.25 8.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.258.19, or otherwise under this Agreement or any Loan Document, as it relates to such other Financing AgreementGuarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower under this Section 9.25 8.19 shall remain in full force and effect until all Obligations are Indebtedness is paid in full to the Lenders Lenders, the Administrative Agent and Agentall other Secured Parties, and all of the Lenders’ Revolving Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 9.25 8.19 constitute, and this Section 9.25 8.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower and each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (g) Section 9.18 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Commodity Exchange Act Keepwell Provisions. Each To the extent such Guarantor is a Qualified ECP Guarantor, each such Guarantor hereby guarantees the payment and performance of all Obligations of each other Credit Party and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower or Guarantor Credit Party in order for each such other Borrower or Guarantor Credit Party to honor its obligations Obligations with respect to Hedging Agreements, whether such Hedging Agreements are entered into directly by such Credit Party or are guaranteed under this Agreement and the other Financing Agreements including Hedge Obligations such Credit Party’s Guaranty Agreement, if applicable (provided, however, that each Qualified ECP such Guarantor shall only be liable under this Section 9.25 4.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.254.15, or otherwise under this Guaranty Agreement or any Loan Document, as it relates to such other Financing AgreementCredit Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP such Guarantor under this Section 9.25 4.15 shall remain in full force and effect until all Obligations are paid in full to the Lenders Lenders, the Administrative Agent and Agentall other Secured Parties, and all of the Lenders’ Revolving Commitments are terminated. Each Qualified ECP such Guarantor intends that this Section 9.25 4.15 constitute, and this Section 9.25 4.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower and each other Guarantor Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. Each The Borrower (and following the Parent MLP IPO, the Parent MLP) shall, and shall cause each Qualified ECP Guarantor hereby Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Borrower or Guarantor in order for each such other Borrower or Guarantor Loan Party to honor all of its obligations under this Agreement and the other Financing Security Instruments in respect of Hedging Agreements including Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 8.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 9.258.13, or otherwise under this Agreement or any Security Instrument, as it relates to such other Financing AgreementLoan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 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 Obligations are fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full to the Lenders and Agent, in immediately available funds and all Letters of the Lenders’ Revolving Commitments are terminatedCredit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursed. Each Qualified ECP Guarantor intends that this Section 9.25 8.13 constitute, and this Section 9.25 8.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Borrower and each other Guarantor Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.