Common use of Excluded Swap Obligations Clause in Contracts

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such 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 shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee Guaranty by any Loan Party Guarantor under any Loan Document shall include a Guarantee guaranty of any Obligation and no Guaranteed Obligations shall include any Obligation that, as to such Guarantor, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Loan Party Guarantor shall secure any Obligation and no Secured Obligations shall include any Obligation that, as to such Guarantor, is an Excluded Swap Obligation. In the event that any payment is made bypursuant to any Guaranty by any Guarantor, or any collection amount is realized fromfrom Collateral of any Guarantor, as to which any Loan Party for which there Guaranteed Obligations or Secured Obligations, as applicable, are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Guaranteed Obligations or Secured Obligations, as applicable, of such Guarantor as otherwise provided herein and in the other Loan Party on a ratable basis determined Documents without giving effect to such Excluded Swap Obligations, with payments from Guarantors of all Obligations, on the one hand, and Guarantors who cannot guarantee Excluded Swap Obligations, on the other hand, being distributed in such manner (but without applying payments from Guarantors who cannot guarantee Excluded Swap Obligations and each to such obligations) so as to ensure, as nearly as practicable, the distribution of payments as required by the Loan Documents. Each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Guaranteed Obligations, the Secured Obligations or the Obligations or any specified portion of the Obligations thereof that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (Obligations; provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred by such Qualified ECP Guarantor without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, its Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, transfer and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 shall constitute, and this Section 1.13 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Subsidiary Loan Party shall secure any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Subsidiary Loan Party for as to which there any Secured Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Secured Obligations of such Subsidiary Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed to so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party that would not otherwise be a Qualified ECP Guarantor but for the effectiveness of this Section, to the maximum extent permitted by applicable law, to enable each such other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (providedsubject to the limitations on its Guarantee under the Collateral Agreement, however, and provided that each only Qualified ECP Guarantor Guarantors that are US Obligations Loan Parties shall only be liable under this Section 1.13 for the maximum amount make such undertaking in respect of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountUS Secured Obligations). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Collateral Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Subsidiary Loan Party shall secure any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Subsidiary Loan Party for as to which there any Secured Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Secured Obligations of such Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (ba) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountCollateral Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Collateral Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (b) The following terms shall for purposes of this Section have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee guaranty by any Loan Party Subsidiary Guarantor under any Loan Document shall include a Guarantee guaranty of any Obligation that, as to such Subsidiary Guarantor, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Loan Party Subsidiary Guarantor shall secure any Obligation that, as to such Subsidiary Guarantor, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guaranty by, or any collection amount is realized fromfrom Collateral of, any Loan Party for Subsidiary Guarantor as to which there any Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Obligations of such Subsidiary Guarantor as otherwise provided herein and in the other Loan Party on a ratable basis determined Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Credit Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering subject to any limitations on its obligations under this Section 1.13, or otherwise Guaranties under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountDocuments). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guaranties under Article 11 is the Loan Documents are released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party Guarantor under any Loan Document shall include a Guarantee of any Obligation that, as to such Guarantor, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Loan Party Guarantor shall secure any Obligation that, as to such Guarantor, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Loan Party for Guarantor as to which there any Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Obligations of such Guarantor as otherwise provided herein and in the other Loan Party on a ratable basis determined Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each The Borrower and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party that would not otherwise be a Qualified ECP Guarantor but for the effectiveness of this Section, to enable each such other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountGuarantee Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Guarantee Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party Subsidiary under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any that, as to such Subsidiary, is an Excluded Swap Obligation. In the event that any payment is made by, or pursuant to any collection is realized from, Guarantee by any Loan Party for Subsidiary as to which there any Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Obligations of such Subsidiary as otherwise provided herein and in the other Loan Party on a ratable basis determined Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (ba) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountGuarantee Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Guarantee Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (b) The following terms shall for purposes of this Section have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such 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 shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 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. (c) The following terms shall for purposes of this Section 1.13 have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding The parties agree that, notwithstanding any provision of this to the contrary contained in the Loan Documents, the Obligations, as defined in the Loan Agreement, the Guaranteed Obligations, as defined in the Subsidiary Guaranty Agreement, and the Secured Obligations, as defined in the Security Agreement or any other Loan Documentand the Pledge Agreement, no Guarantee by any Loan Party under any Loan Document shall not include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) . Each Qualified ECP Guarantor Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 1.13 3 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, 3 or otherwise under the Guaranty, as it relates to such Loan Partythis 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 Loan Party under this Section shall remain in full force and effect until its termination of the (a) Obligations pursuant to the terms of the Credit Agreement, (b) the Guaranteed Obligations pursuant to the terms of the Subsidiary Guaranty under Article 11 is releasedAgreement and (c) the Secured Obligations pursuant to the terms of the Security Agreement and the Pledge Agreement, respectively. Each Qualified ECP Guarantor Loan Party intends that this Section 1.13 3 constitute, and this Section 1.13 3 shall be deemed to constitute, a “keepwell, support, 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party Subsidiary under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any that, as to such Subsidiary, is an Excluded Swap Obligation. In the event that any payment is made by, or pursuant to any collection is realized from, Guarantee by any Loan Party for Subsidiary as to which there any Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Obligations of such Subsidiary as otherwise provided herein and in the other Loan Party on a ratable basis determined Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountGuarantee Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Guarantee Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (c) The following terms shall for purposes of this Section have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party Guarantor under any Loan Document shall include a Guarantee of any Obligation that, as to such Guarantor, is an Excluded Swap Obligation and no Collateral provided by any Loan Party Guarantor shall secure any Obligation that, as to such Guarantor, is an Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for Guarantor as to which there any Obligations are Excluded Swap Obligations, or from any Collateral provided by such Loan PartyGuarantor, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined Guarantor as otherwise provided herein without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (bh) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such 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 shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 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)(II2.10(c) of the Commodity Exchange ActCredit Agreement is amended by adding the following at the end thereof: “In the event that Term Loans of any Class are converted into a new Class of Term Loans pursuant to a Refinancing Facility Agreement effected pursuant to Section 2.24, then the subsequent scheduled repayments of the Term Borrowings of such Class to be made pursuant to this Section will not be reduced or otherwise affected by such transaction (except to the extent of additional amortization payments in agreed amounts on or after the original Maturity Date applicable to any such Term Loans and related reductions in the final scheduled payment at any new Maturity Date).” (i) Section 2.11(h) of the Credit Agreement is amended by replacing the reference to “the first anniversary of the Effective Date” therein with “the first anniversary of the Amendment Effective Date”. (j) Article II of the Credit Agreement is amended by inserting the following new Section 2.24:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Each Loan Party under any Loan Document shall include that is a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Secured Hedge Obligation becomes effective hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Secured Hedge Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations such Secured Hedge Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, 10.22(a) voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is releasedall Secured Obligations have been irrevocably paid in full. Each Qualified ECP Guarantor Loan Party intends that this Section 1.13 to constitute, and this Section 1.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Each Loan Party hereby agrees that notwithstanding anything contained herein or in any other Loan Document, in no event shall the grant of any Lien under any Loan Document secure, and no guaranty of any Loan Party of the obligations or any other Loan Party shall guaranty, any Excluded Swap Obligation of the granting or guarantying Loan Party.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party Guarantor under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Guarantor, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Loan Party Guarantor shall secure any Secured Obligation that, as to such Guarantor, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Loan Party for Guarantor as to which there any Secured Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Secured Obligations of such Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountCollateral Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Collateral Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (c) The following terms shall for purposes of this Section have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Subsidiary Loan Party shall secure any Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Subsidiary Loan Party for as to which there any Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Obligations of such Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering subject to any limitations on its obligations under this Section 1.13, or otherwise Guarantees under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountDocuments). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantees under Article 11 is the Loan Documents are released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (c) The following terms shall for purposes of this Section have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Subsidiary Loan Party shall secure any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Subsidiary Loan Party for as to which there any Secured Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Secured Obligations of such Subsidiary Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed to so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party that would not otherwise be a Qualified ECP Guarantor but for the effectiveness of this Section 9.23, to the maximum extent permitted by applicable law, to enable each such other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (providedsubject to the limitations on its Guarantee under the Collateral Agreement, however, and provided that each only Qualified ECP Guarantor Guarantors that are US Obligations Loan Parties shall only be liable under this Section 1.13 for the maximum amount make such undertaking in respect of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountUS Secured Obligations). The obligations of each Qualified ECP Guarantor under this Section 9.23 shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Collateral Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 9.23 shall be deemed to constitute, 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.

Excluded Swap Obligations. (a1) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In anything to the event that any payment is made by, or any collection is realized fromcontrary in the Credit Facility Documents, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provideexcluded from the Guarantee and other Security received from any MDA Party which is not a Qualified ECP Guarantor. (b2) Each Qualified ECP Guarantee shall include (or be deemed to include) the following keepwell undertaking: “Keepwell (a) The Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan MDA Party to honor all of its obligations under Article 11 the Credit Agreement and the Loan Documents in its Guarantee in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP the Guarantor shall only be liable under this Section 1.13 section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13section, or otherwise under the Guaranty, as it relates to such Loan Party, Credit Agreement or its Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP the Guarantor under this Section section shall remain in full force and effect until its Guaranty under Article 11 is releasedthe Guaranteed Obligations have been paid in full and the Commitments have been terminated. Each Qualified ECP The Guarantor intends that this Section 1.13 section constitute, and this Section 1.13 section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan MDA Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) This section shall only apply to the Guarantor if and so long as, it is a Qualified ECP Guarantor. (c) The obligations of the Guarantor under this section are joint and several with each other Qualified ECP Guarantor.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee Guaranty by any Loan Party Guarantor under any Loan Document shall include a Guarantee guaranty of any Obligation and no Guaranteed Obligations shall include any Obligation that, as to such Guarantor, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Loan Party Guarantor shall secure any Obligation and no Secured Obligations shall include any Obligation that, as to such Guarantor, is an Excluded Swap Obligation. In the event that any payment is made bypursuant to any Guaranty by any Guarantor, or any collection amount is realized fromfrom Collateral of any Guarantor, as to which any Loan Party for which there Guaranteed Obligations or Secured Obligations, as applicable, are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Guaranteed Obligations or Secured Obligations, as applicable, of such Guarantor as otherwise provided herein and in the other Loan Party on a ratable basis determined Documents without giving effect to such Excluded Swap Obligations, with payments from Guarantors of all Obligations, on the one hand, and Guarantors who cannot guarantee Excluded Swap Obligations, on the other hand, being distributed in such manner (but without applying payments from Guarantors who cannot guarantee Excluded Swap Obligations and each to such obligations) so as to ensure, as nearly as practicable, the distribution of payments as required by the Loan Documents. Each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Guaranteed Obligations, the Secured Obligations or the Obligations or any specified portion of the Obligations thereof that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (ba) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (Obligations; provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred by such Qualified ECP Guarantor without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, its Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, transfer and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 shall constitute, and this Section 1.13 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.

Excluded Swap Obligations. (a) Notwithstanding In the event any provision previous or subsequent equity pledge agreement by a Pledgor does not exclude an Excluded Swap Obligation from the grant of a security interest thereunder, the terms of this Agreement as it relates to any Excluded Swap Obligation will control.” 6. Ratification and Reaffirmation of Loan Documents. Except as herein expressly modified or amended, all the terms and conditions of the Credit Agreement, the Subsidiary Guaranty Agreement, the Security Agreement, the Equity Pledge Agreement and the other Loan Documents are hereby ratified, affirmed, and approved. Without limiting the generality of clause (i) of the sixth sentence of Section 1.4 of the Credit Agreement (or any corresponding provision of any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party), the proceeds thereof shall be applied to pay the Obligations terms of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents are hereby amended, effective as of the date hereof, so that all references therein to the Credit Agreement, the Subsidiary Guaranty Agreement, the Security Agreement and the Equity Pledge Agreement shall refer to Credit Agreement, the Subsidiary Guaranty Agreement, the Security Agreement and the Equity Pledge Agreement as amended herein. As of the date hereof, Borrowers and Guarantors hereby reaffirm and restate each and every warranty and representation set forth in respect of Swap Obligations (providedany Loan Document, howeverin each case except to the extent such warranty or representation expressly relates to an earlier date, and agrees and specifically reaffirms that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its respective obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Documents extend and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party apply for all purposes to the Credit Agreement, the Subsidiary Guaranty Agreement, the Security Agreement, the Equity Pledge Agreement and the other Loan Documents, as amended hereby and on the date hereof. In consideration of Section 1a(18)(A)(v)(II) Administrative Agent agreeing to the transactions contemplated by this Amendment, Borrowers agree to pay all reasonable, out-of-pocket costs and expenses of the Commodity Exchange ActAdministrative Agent incurred in connection with the preparation and execution of this Amendment and consummation of the transactions contemplated hereby.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan DocumentDocument to the contrary, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Subsidiary Loan Party shall secure any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Subsidiary Loan Party for as to which there any Secured Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Secured Obligations of such Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party that would not otherwise be a Qualified ECP Guarantor but for the effectiveness of this Section, to enable each such other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountGuarantee Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Guarantee Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (c) The following terms shall for purposes of this Section have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation Obligation, and no Collateral provided by any Subsidiary Loan Party shall secure any Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made pursuant to any Guarantee by, or any collection amount is realized fromfrom Collateral of, any Subsidiary Loan Party for as to which there any Obligations are Excluded Swap Obligations, such payment or from any Collateral provided by such Loan Party, the proceeds thereof amount shall be applied to pay the Obligations of such Loan Party on a ratable basis determined as otherwise provided herein and in the other Loan Documents without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to enable each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering subject to any limitations on its obligations under this Section 1.13, or otherwise Guarantees under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountDocuments). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantees under Article 11 is the Loan Documents are released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, 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. (c) The following terms shall for purposes of this Section have the meanings set forth below: [[NYCORP:3461068v7:3124W: 04/23/2014--12:33 AM]]

Excluded Swap Obligations. (a1) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In anything to the event that any payment is made by, or any collection is realized fromcontrary in the Credit Facility Documents, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provideexcluded from the MDA Obligor Guarantee and other Security received from any MDA Party which is not a Qualified ECP Guarantor. (b2) Each Qualified ECP MDA Obligor Guarantee shall include (or be deemed to include) the following keepwell undertaking: “Keepwell (a) The Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan MDA Party to honor all of its obligations under Article 11 the Credit Agreement and the Loan Documents in its MDA Obligor Guarantee in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP the Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13Section, or otherwise under the Guaranty, as it relates to such Loan Party, Credit Agreement or its MDA Obligor Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP the Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is releasedthe Guaranteed Obligations have been paid in full and the Commitments have been terminated. Each Qualified ECP The Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan MDA Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (b) This Section shall only apply to the Guarantor if and so long as, it is a Qualified ECP Guarantor. (c) The obligations of the Guarantor under this Section are joint and several with each other Qualified ECP Guarantor.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference Anything in this Agreement or in any other Loan Document to the ratable application contrary notwithstanding, the Guarantor Obligations and Obligated Group Obligations of Guarantor shall exclude the Excluded Swap Obligations of such amounts as among Guarantor. For purposes hereof, “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the Obligations extent that, all or any specified a portion of the Obligations that would otherwise include guaranty hereunder of such Excluded Guarantor of, or the grant by such Guarantor of any Lien to secure, such Swap Obligations shall be deemed so Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support constitute an “eligible contract participant” as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 defined in the Commodity Exchange Act and the Loan Documents in regulations thereunder at the time the guaranty of such Guarantor or the grant of such Lien becomes effective with respect to such Swap Obligation or otherwise. If a Swap Obligation arises under a -27- master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligations (provided, however, Obligation that each Qualified ECP Guarantor shall only be liable is attributable to swaps for which such guaranty under this Section 1.13 for the maximum amount of such liability Agreement or Lien is or becomes illegal. “Swap Obligation” means, with respect to any Borrower, any obligation to pay or perform under any agreement, contract or transaction that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such 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 shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, constitutes a “keepwell, support, or other agreementswap” for within the benefit of each other Loan Party for all purposes meaning of Section 1a(18)(A)(v)(II1a(47) of the Commodity Exchange ActAct or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee (including, for the avoidance of doubt, the obligations of each Borrower under the Loan Documents insofar as such Borrower is jointly liable for obligations incurred by any other Borrower) by any Subsidiary Loan Party under any Loan Document shall include a Guarantee of any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation and no Collateral provided by any Subsidiary Loan Party shall secure any Secured Obligation that, as to such Subsidiary Loan Party, is an Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Subsidiary Loan Party for as to which there any Secured Obligations are Excluded Swap Obligations, or from any Collateral provided by such Subsidiary Loan Party, the proceeds thereof shall be applied to pay the Secured Obligations of such Loan Party on a ratable basis determined as otherwise provided herein without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Secured Obligations or any specified portion of the Secured Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for subject to the maximum amount of such liability that can be hereby incurred without rendering limitations on its obligations under this Section 1.13, or otherwise Guarantee under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountCollateral Agreement). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty Guarantee under Article 11 the Collateral Agreement is released. Each Qualified ECP Guarantor intends that this Section 1.13 1.08 constitute, and this Section 1.13 1.08 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. (c) The following terms shall for purposes of this Section 1.08 have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Amendment, the Financing Agreement or any other Loan Document, no Guarantee Guaranty by any Loan Party under any Loan Document shall include a Guarantee Guaranty of any Excluded Swap Obligation Obligation, and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that If any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations Obligations, and each reference in this Amendment, the Financing Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 IX and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount)Obligations. The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 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.

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this subject to the limitations provided in Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount11.09). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until its Guaranty under Article Section 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 1.14 constitute, and this Section 1.13 1.14 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. (c) The following terms shall for purposes of this Section 1.14 have the meanings set forth below:

Excluded Swap Obligations. (a) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In the event that any payment is made by, or any collection is realized from, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provide. (b) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 and the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13, or otherwise under the Guaranty, as it relates to such 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 shall remain in full force and effect until its Guaranty under Article 11 is released. Each Qualified ECP Guarantor intends that this Section 1.13 constitute, and this Section 1.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of 77 Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Excluded Swap Obligations. (a1) Notwithstanding any provision of this Agreement or any other Loan Document, no Guarantee by any Loan Party under any Loan Document shall include a Guarantee of any Excluded Swap Obligation and no Collateral provided by any Loan Party shall secure any Excluded Swap Obligation. In anything to the event that any payment is made by, or any collection is realized fromcontrary in the Credit Facility Documents, any Loan Party for which there are Excluded Swap Obligations, or from any Collateral provided by such Loan Party, the proceeds thereof shall be applied to pay the Obligations of such Loan Party on a ratable basis determined without giving effect to such Excluded Swap Obligations and each reference in this Agreement or any other Loan Document to the ratable application of such amounts as among the Obligations or any specified portion of the Obligations that would otherwise include such Excluded Swap Obligations shall be deemed so to provideexcluded from the Credit Facilities Guarantee and other Security received from any Loan Party which is not a Qualified ECP Guarantor. (b2) Each Qualified ECP Credit Facilities Guarantee shall include (or be deemed to include) the following keepwell undertaking: “Keepwell (a) The Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Article 11 the Credit Agreement and the Loan Documents in its Credit Facilities Guarantee in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP the Guarantor shall only be liable under this Section 1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 1.13Section, or otherwise under the Guaranty, as it relates to such Loan Party, Credit Agreement or its Credit Facilities Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP the Guarantor under this Section shall remain in full force and effect until its Guaranty under Article 11 is releasedthe guaranteed Obligations have been paid in full and the Commitments have been terminated. Each Qualified ECP The Guarantor intends that this Section 1.13 constitute, and this Section 1.13 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.” (b) This Section shall only apply to the Guarantor if and so long as, it is a Qualified ECP Guarantor. (c) The obligations of the Guarantor under this Section are joint and several with each other Qualified ECP Guarantor.