Common use of Commodity Exchange Act Keepwell Provisions Clause in Contracts

Commodity Exchange Act Keepwell Provisions. The Borrower and the Parent MLP shall, and shall cause each Qualified ECP Guarantor, jointly and severally absolutely, unconditionally and irrevocably to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Security Instruments in respect of Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 8.13 for the maximum amount of such liability that can be incurred without rendering its obligations under this Section 8.13, or otherwise under any Security Instrument, as it relates to such other Loan 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 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 fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds and all Letters of Credit 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 8.13 constitute, and this Section 8.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower and the Parent MLP shall, and shall cause each Each Qualified ECP Guarantor, jointly and severally 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 Loan Party Borrower or Guarantor in order for each such other Borrower or Guarantor to honor all of its obligations under this Agreement and the Security Instruments in respect of Hedging other Financing Agreements including Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 8.13 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.139.25, or otherwise under this Agreement or any Security Instrument, as it relates to such other Loan PartyFinancing 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 8.13 9.25 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 fees payable hereunder and all other amounts payable under the Loan Documents shall have been Obligations are paid in full in immediately available funds to the Lenders and Agent, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders’ Revolving Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 8.13 9.25 constitute, and this Section 8.13 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party 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. The Borrower and the Parent MLP shall, and shall cause each Each Qualified ECP GuarantorGuarantor hereby, jointly and severally 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 Loan Party Guarantor to honor all of its obligations under the Security Instruments this Guaranty in respect of Hedging Agreements constituting Swap Obligations with respect to such Qualified ECP Guarantor (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 8.13 5.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.135.20, or otherwise under any Security Instrument, as it relates to such other Loan Partythis Guaranty, 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 8.13 5.20 shall remain in full force and effect until the Revolving Commitments Guaranteed Obligations have expired or been indefeasibly paid in full in cash, all of the lending and other credit commitments under the Credit Agreement and the Loan Documents have been terminated and the principal of Credit Agreement and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedterminated. Each Qualified ECP Guarantor intends that this Section 8.13 5.20 constitute, and this Section 8.13 5.20 shall be deemed to constitute, a “"keepwell, support, support or other agreement” " for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The Borrower (and following the Parent MLP IPO, the Parent MLP) shall, and shall cause each Qualified ECP Guarantor, jointly and severally absolutely, unconditionally and irrevocably to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Security Instruments in respect of Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 8.13 for the maximum amount of such liability that can be incurred without rendering its obligations under this Section 8.13, or otherwise under any Security Instrument, as it relates to such other Loan 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 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 fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds and all Letters of Credit 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 8.13 constitute, and this Section 8.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A) (v)(II) of the Commodity Exchange Act.

Commodity Exchange Act Keepwell Provisions. The (a) Borrower and the Parent MLP shall, and shall cause each Qualified ECP Guarantor, jointly and severally hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Benefitting Guarantor in order for such Benefitting Guarantor to honor all of its obligations under the Security Instruments in Facility Guaranty and any other Loan Paper with respect of Hedging Agreements to Hedge Transactions (provided, however, that each Qualified ECP Guarantor Borrower shall only be liable under this Section 8.13 8.12(a) for the maximum amount of such 77 liability that can be hereby incurred without rendering its their obligations under this Section 8.138.12(a), or otherwise under this Agreement or any Security InstrumentLoan Paper, as it relates to such other Loan PartyBenefitting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Borrower under this Section 8.13 8.12(a) 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 fees payable hereunder Obligations are paid in full to Banks, Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Secured Parties to whom Obligations are owing, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedBanks’ Commitments are terminated. Each Qualified ECP Guarantor Borrower intends that this Section 8.13 8.12(a) constitute, and this Section 8.13 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.

Commodity Exchange Act Keepwell Provisions. The Borrower and the Parent MLP shall, and shall cause each Qualified ECP Guarantor, jointly and severally hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Credit Party (other Loan than the Borrower) in order for such Credit Party to honor all of its obligations under the Security Instruments in its respective Guaranty and Pledge Agreement including obligations with respect of Hedging to Swap Agreements (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 8.13 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.138.18, or otherwise under this Agreement or any Security InstrumentLoan Document, as it relates to such other Loan PartyCredit Parties, 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 8.13 8.18 shall remain in full force and effect until all Indebtedness is paid in full to the Revolving Commitments have expired or been terminated and Lenders, the principal of and interest on each Loan and all fees payable hereunder Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Secured Parties, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders’ Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 8.13 8.18 constitute, and this Section 8.13 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 hereby guarantees the payment and the Parent MLP shall, performance of all Indebtedness of each Guarantor and shall cause each 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 other Loan Party Guarantor in order for such Guarantor to honor all of its obligations under the Security Instruments in Guaranty Agreement, including obligations with respect of Hedging to Swap Agreements (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 8.13 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.138.18, or otherwise under this Agreement or any Security InstrumentLoan Document, as it relates to such other Loan PartyGuarantors, 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 8.13 8.18 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 fees payable hereunder and all other amounts payable under the Loan Documents shall have been Indebtedness is paid in full in immediately available funds to the Lenders and the Administrative Agent, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders’ Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 8.13 8.18 constitute, and this Section 8.13 8.18 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 Borrower hereby guarantees the payment and the Parent MLP shall, performance of all Indebtedness of each Guarantor and shall cause each 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 other Loan Party Guarantor in order for such Guarantor to honor all of its obligations under the Security Instruments in its respective guaranty agreement including obligations with respect of Hedging Agreements to Swap Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 8.13 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.138.17, or otherwise under this Agreement or any Security InstrumentLoan Document, as it relates to such other Loan PartyGuarantor, 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 8.13 8.17 shall remain in full force and effect until all Indebtedness is paid in full to the Revolving Commitments have expired or been terminated and Lenders, the principal of and interest on each Loan and all fees payable hereunder Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Secured Parties, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders’ Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 8.13 8.17 constitute, and this Section 8.13 8.17 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 Borrower and To the Parent MLP shall, and shall cause each extent such Guarantor is a Qualified ECP Guarantor, jointly each such Guarantor hereby guarantees the payment and severally 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 Loan Credit Party in order for such Credit Party to honor all of its obligations under the Security Instruments in Obligations with respect of to Hedging Agreements, whether such Hedging Agreements are entered into directly by such Credit Party or are guaranteed under such Credit Party’s Guaranty Agreement, if applicable (provided, however, that each Qualified ECP such Guarantor shall only be liable under this Section 8.13 4.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.134.15, or otherwise under this Guaranty Agreement or any Security InstrumentLoan Document, as it relates to such other Loan PartyCredit 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 8.13 4.15 shall remain in full force and effect until all Obligations are paid in full to the Revolving Commitments have expired or been terminated and Lenders, the principal of and interest on each Loan and all fees payable hereunder Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Secured Parties, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders’ Commitments are terminated. Each Qualified ECP such Guarantor intends that this Section 8.13 4.15 constitute, and this Section 8.13 4.15 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 the Parent MLP shall, performance of all Indebtedness of each Guarantor and shall cause each 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 other Loan Party Guarantor in order for such Guarantor to honor all of its obligations under the Security Instruments in its respective guaranty agreement including obligations with respect of Hedging Agreements to Swap Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 8.13 8.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.138.19, or otherwise under this Agreement or any Security InstrumentLoan Document, as it relates to such other Loan PartyGuarantor, 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 8.13 8.19 shall remain in full force and effect until all Indebtedness is paid in full to the Revolving Commitments have expired or been terminated and Lenders, the principal of and interest on each Loan and all fees payable hereunder Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Secured Parties, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders’ Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 8.13 8.19 constitute, and this Section 8.13 8.19 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 Borrower hereby guarantees the payment and the Parent MLP shall, performance of all Indebtedness of each Guarantor and shall cause each 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 other Loan Party Guarantor in order for such Guarantor to honor all of its obligations under the Security Instruments in its respective guaranty agreement including obligations with respect of Hedging Agreements to Swap Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 8.13 8.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.138.19, or otherwise under this Agreement or any Security InstrumentLoan Document, as it relates to such other Loan PartyGuarantor, 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 8.13 8.19 shall remain in full force and effect until all Indebtedness is paid in full to the Revolving Commitments have expired or been terminated and Lenders, the principal of and interest on each Loan and all fees payable hereunder Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Secured Parties, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Lenders' Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 8.13 8.19 constitute, and this Section 8.13 8.19 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 (a) Borrower hereby guarantees the payment and the Parent MLP shall, performance of all Obligations of each Credit Party (other than Borrower) and shall cause each 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 to honor its obligations (without giving effect to Section 8.13(b)) under the Facility Guaranty and any other Loan Party Paper including obligations with respect to honor all of its obligations under the Security Instruments in respect of Hedging Agreements Hedge Transactions (provided, however, that each Qualified ECP Guarantor Borrower shall only be liable under this Section 8.13 8.13(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 8.138.13(a), or otherwise under this Agreement or any Security InstrumentLoan Paper, as it relates to such other Loan PartyBenefitting Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Borrower under this Section 8.13 8.13(a) shall remain in full force and effect until all Obligations are paid in full to the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder Banks, Administrative Agent and all other amounts payable under the Loan Documents shall have been paid in full in immediately available funds Persons to whom Obligations are owing, and all Letters of Credit shall have expired or terminated or been cash collateralized and all LC Disbursements shall have been reimbursedthe Banks’ Commitments are terminated. Each Qualified ECP Guarantor Borrower intends that this Section 8.13 8.13(a) constitute, and this Section 8.13 8.13(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.