Common use of Keepwell Clause in Contracts

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 Section, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationsthis Guaranty in accordance with Section 20 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.12, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.12 shall remain in full force and effect until the termination release of all Swap Obligationsthis Guaranty under Section 9.09(b)(ii). Each Qualified ECP Guarantor intends that this Section 10.13 11.12 constitute, and this Section 10.13 11.12 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.

Keepwell. 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 this Guarantee the Facility Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.25, or otherwise under this Loan Guaranty the Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.25 constitute, and this Section 10.13 10.25 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.

Keepwell. 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 Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guarantee Agreement and the other Loan Documents in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8 or otherwise under this Loan Guaranty Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee the Facility Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.24, or otherwise under this Loan Guaranty the Facility Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.24 constitute, and this Section 10.13 10.24 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.12, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.12 shall remain in full force and effect until the termination release of all Swap Obligationsthis Guaranty under Section 9.09(b)(ii). Each Qualified ECP Guarantor intends that this Section 10.13 11.12 constitute, and this Section 10.13 11.12 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)(II1 a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Guaranty in respect of a any Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 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.

Keepwell. Each Guarantor that is a 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsGuarantied Obligations have been paid in full in cash. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination satisfaction and discharge of all Swap Guaranteed Obligations. Each The U.S. Borrower and each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the U.S. Borrower and each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.17, or otherwise under this Loan Guaranty Article VII, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Commitments and the repayment in full of all outstanding Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.17 constitute, and this Section 10.13 7.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Section 7.01 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.11, or otherwise under this Loan Guaranty Section 7.01, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 7.11 shall remain in full force and effect until the termination a discharge of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.11 constitute, and this Section 10.13 7.11 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Article XII in respect of a Swap Obligation Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Section, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 12.10 shall remain in full force and effect until the termination of all Swap Obligationsdischarged in accordance with Section 12.3. Each Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 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.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally 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 this Guarantee guarantee in respect of a Swap any Hedging Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.13 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 3.11, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 3.11 shall remain in full force and effect until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of all Swap Obligationsthe Commitments of the Lenders under this Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.13 3.11 constitute, and this Section 10.13 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 or Loan Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party or Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Credit Party to honor all of its obligations under this Guarantee any Credit Document in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 8.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 8.18 or otherwise under this Loan Guaranty any Credit Document voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 8.18 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 8.18 constitute, and this Section 10.13 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Section 11 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.10, or otherwise under this Loan Guaranty Section, voidable under applicable law Legal Requirements relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.10 shall remain in full force and effect until the termination of all Swap Obligationsdischarged in accordance with Section 11.3. Each Qualified ECP Guarantor intends that this Section 10.13 11.10 constitute, and this Section 10.13 11.10 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.

Keepwell. 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 this Guarantee Loan Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 Credit Party to honor all of its obligations under the Guaranty under this Guarantee Article X in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.10, or otherwise under the Guaranty under this Loan Guaranty Article X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement or the release of such Guarantor in accordance with Section 8.11. Each Qualified ECP Guarantor intends that this Section 10.13 10.10 constitute, and this Section 10.13 10.10 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.

Keepwell. 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 this Guarantee Guaranty and Security Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.19, or otherwise under this Guaranty, as it relates to such other Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement has been terminated pursuant to Section 10.16(a). Each Qualified ECP Guarantor intends that this Section 10.13 10.19 constitute, and this Section 10.13 10.19 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.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.23, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.23 to constitute, and this Section 10.13 10.23 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.

Keepwell. 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 Security Party to honor all of its obligations under this Guarantee guarantee in respect of a Swap Obligation Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 Clause 16.17 only for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 Clause 16.17, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 Clause 16.17 shall remain in full force and effect until the termination of all Swap Obligationssuch Qualified ECP Guarantor is released pursuant to Clause 16.16. Each Qualified ECP Guarantor intends that this Section 10.13 Clause 16.17 constitute, and this Section 10.13 Clause 16.17 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.11 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 10.11 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.11 constitute, and this Section 10.13 10.11 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 this Guarantee in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.17, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.17 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.17 constitute, and this Section 10.13 11.17 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor that is party hereto 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 any other Loan Party Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 18, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided hereinSubject to the provisions of Section 21, the obligations of each such Qualified ECP Guarantor under this Section 10.13 18 shall remain in full force and effect until a discharge of the termination of all Swap Guaranteed Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 18 constitute, and this Section 10.13 18 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.

Keepwell. Each Qualified ECP Guarantor that is a U.S. Loan 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 this Guarantee in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each such Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee the guarantee contained herein in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 12.10 shall remain in full force and effect until the termination discharge of all Swap Obligationsthe Secured Obligations in full. Each Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 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.. * * *

Keepwell. 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 this Guarantee the Loan Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.13, or otherwise under this the Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 or Loan Guarantor to honor all of its obligations under this Guarantee Loan Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. Each Qualified ECP Guarantor hereby hereby, jointly and severally 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 to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.03 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.03, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 2.03 shall remain in full force and effect until the termination of all Swap Obligationssuch Guarantor is released from its obligations hereunder in accordance with Section 10.16 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 2.03 constitute, and this Section 10.13 2.03 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee the Loan Documents in respect of a Swap Obligation Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.13 10.27 or otherwise under this Loan the Guaranty and Security Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsAggregate Commitments have been terminated and the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.27 to constitute, and this Section 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, 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.

Keepwell. 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 this Guarantee the Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.18, or otherwise under this Loan Guaranty the Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the termination of all Swap ObligationsObligations in accordance with Section 1.02(b). Each Qualified ECP Guarantor intends that this Section 10.13 9.18 constitute, and this Section 10.13 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally 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 this Guarantee guarantee in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.13 8.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 8.19, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 8.19 shall remain in full force and effect until such Qualified Keepwell Provider is released from its obligations under the termination of all Swap ObligationsLoan Documents in accordance with the terms thereof. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.13 8.19 constitute, and this Section 10.13 8.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.12, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination payment and satisfaction in fully in cash of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.12 constitute, and this Section 10.13 7.12 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.

Keepwell. 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 Non-ECP Guarantor to honor all of its obligations under this Guarantee Agreement in respect of a any Swap Obligation Obligations that would otherwise be Excluded Swap Obligations but for this Section 10.14 (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can hereby be hereby incurred and otherwise subject to the limitations on the Obligations of the Guarantors contained in this Guaranty without rendering its obligations under this Section 10.13 10.14, or otherwise under this Agreement, as it relates to such Loan Guaranty Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this This Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Non-ECP Guarantor for all purposes of Section §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.07, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 2.07 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement and the Guaranties made hereunder pursuant to Section 4.12. Each Qualified ECP Guarantor intends that this Section 10.13 2.07 constitute, and this Section 10.13 2.07 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Credit Party to honor all of its obligations under this Guarantee any Credit Document in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19 or otherwise under this Loan Guaranty any Credit Document voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 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.

Keepwell. 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 this Guarantee the Guarantees in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.09, or otherwise under this the Guarantees, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination a Discharge of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.09 constitute, and this Section 10.13 10.09 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)(IISection1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.11, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 11.11 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.11 constitute, and this Section 10.13 11.11 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee the Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.08 or otherwise under the Guaranty under this Loan Guaranty Article X voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided hereinherein (including Section 10.07), the obligations of each Qualified ECP Guarantor under this Section 10.13 10.08 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.08 constitute, and this Section 10.13 10.08 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.

Keepwell. 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 and/or Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 11.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.13 constitute, and this Section 10.13 11.13 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation Contracts (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 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.

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.11, or otherwise under this Guaranty, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until a Discharge of the termination of all Swap Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 2.11 constitute, and this Section 10.13 2.11 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.

Keepwell. 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 this Guarantee Loan Guaranty in respect of a Swap Hedging Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law any Requirement of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Hedging Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.11, or otherwise under this Guaranty, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until a Discharge of the termination of all Swap Secured Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.11 constitute, and this Section 10.13 10.11 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.

Keepwell. 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 Non-ECP Guarantor to honor all of its obligations under this Guarantee Agreement in respect of a any Swap Obligation Obligations that would otherwise be Excluded Swap Obligations but for this Section 10.14 (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.04 for the maximum amount of such liability that can hereby be hereby incurred and otherwise subject to the limitations on the Obligations of the Guarantors contained in this Guaranty Agreement without rendering its obligations under this Section 10.13 10.04, or otherwise under this Agreement, as it relates to such Loan Guaranty Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this This Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Non-ECP Guarantor for all purposes of Section § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Section 2 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2, or otherwise under this Loan Guaranty Section 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsGuaranteed Obligations are released pursuant to Section 8.15 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 2 constitute, and this Section 10.13 2 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.

Keepwell. 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 this Guarantee the Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.23, or otherwise under the Guaranty or this Loan Guaranty Agreement in respect of the Obligations, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until payment in full of the Obligations and termination of all Swap Obligationsthe Aggregate Commitments. Each Qualified ECP Guarantor intends that this Section 10.13 9.23 constitute, and this Section 10.13 9.23 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.

Keepwell. Each Borrower that is a Qualified ECP Guarantor hereby jointly and severally 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 Borrower to honor all of its obligations under this Guarantee Article 12 in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 12.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.12 or otherwise under this Loan Guaranty Article 12 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 12.12 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 12.12 constitute, and this Section 10.13 12.10 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.

Keepwell. 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 Company to honor all of its obligations under this Guarantee Company Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 14.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 14.7, or otherwise under this Loan Guaranty Company Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the a repayment in full and termination of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 14.7 constitute, and this Section 10.13 14.7 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.

Keepwell. Each Qualified ECP Guarantor that is a U.S. 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 this Guarantee U.S. Guaranty in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan U.S. Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each such Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.. SECTION 10.14

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 11.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 11.13 constitute, and this Section 10.13 11.13 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.”

Keepwell. Each Guarantor that is a 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 Obligor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 15.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 15.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination Full Payment of all Swap the Guarantied Obligations. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 15.10 constitute, and this Section 10.13 15.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination satisfaction and discharge of all Swap Guaranteed Obligations. Each The Borrower and each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.. [Signature Page Follows]

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 this Guarantee the Guaranty in respect of a Swap Obligation any Hedge Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.19 shall remain in full force and effect until the payment in full of the Obligations and the termination of all Swap Obligationsthis Agreement and the Guaranty. Each Qualified ECP Guarantor intends that this Section 10.13 10.19 constitute, and this Section 10.13 10.19 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.. 103

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation (provided, however, that each such Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each such Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each such Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.. SECTION 10.14

Keepwell. 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 is a Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Specified Derivatives Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 32, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 32 shall remain in full force and effect until the termination of all Swap Obligationsthis Guaranty in accordance with Section 21 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 32 constitute, and this Section 10.13 32 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 this Guarantee in respect of a Swap Obligation (providedprovided that, however, that each Qualified ECP Guarantor shall will only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall will remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall will 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 this Guarantee Section 10 in respect of a any Specified Swap Obligation Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8, or otherwise under this Loan Guaranty Section 10, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap Obligationssuch time as such Qualified ECP Guarantor is released from its Obligations hereunder. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Subsidiary Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.16, or otherwise under this Loan Guaranty Article VII, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Commitments and the repayment in full of all outstanding Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.16 constitute, and this Section 10.13 7.16 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.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.11, or otherwise under this Guaranty, as it relates to such Loan Guaranty Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until a Discharge of the termination of all Swap Secured Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.11 constitute, and this Section 10.13 10.11 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.. 109

Keepwell. 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 this Guarantee in respect of a Swap Obligation Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations 138 of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 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.

Keepwell. 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 this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsCommitments and payment in full of all Obligations (other than contingent indemnification obligations). Each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally 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 Grantor hereunder to honor all of its obligations under this Guarantee Agreement in respect of Swap Obligations of a Swap Obligation Canadian Loan Party (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.19, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.19 shall remain in full force and effect until the termination Discharge of all Swap Canadian Borrower Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.19 constitute, and this Section 10.13 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally 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 this Guarantee guarantee in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.13 10.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.15, or otherwise under this Loan Guaranty guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 10.15 shall remain in full force and effect until the termination payment in full of all Swap Obligationsthe Guaranteed Obligations and the release of such Qualified Keepwell Provider from its obligations hereunder pursuant to Section 9.02 of the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.13 10.15 constitute, and this Section 10.13 10.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally 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 to honor all of its obligations under this Guarantee Guaranty in respect of a any Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.16, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 7.16 shall remain in full force and effect until the termination payment in full and discharge of all Swap the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 7.16 constitute, and this Section 10.13 7.16 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 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.. [Signature Page Follows]

Keepwell. 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 Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guarantee Agreement and the other Loan Documents in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8 or otherwise 104 under this Loan Guaranty Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee its Guaranty and the other Loan Documents in respect of a such Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.22, or otherwise under this Loan Guaranty its Guaranty, voidable under applicable law relating 211 to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecured Obligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.22 to constitute, and this Section 10.13 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Guarantee obligations under this Guarantee Article 11 in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 11.10, or otherwise its Guarantee obligations under this Loan Guaranty Article 11, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligationssuch Qualified ECP Guarantor’s obligations under this Article 11 terminate pursuant to Section 11.8. Each Qualified ECP Guarantor intends that this Section 10.13 11.10 constitute, and this Section 10.13 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [the remainder of this page has been intentionally left blank] 125 1821445.29\C072091\0303228 GCI HOLDINGS CREDIT AGREEMENT

Keepwell. 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.04 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.04, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 9.04 shall remain in full force and effect until at any time the termination of all Swap ObligationsTransaction Liens (as defined in the Security Agreement) or the Guaranty set forth in Section 9.01 are in effect. Each Qualified ECP Guarantor intends that this Section 10.13 9.04 constitute, and this Section 10.13 9.04 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.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally 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 this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 4.16, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 4.16 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement or the release of such Guarantor in accordance with Section 4.13. Each Qualified ECP Guarantor intends that this Section 10.13 4.16 constitute, and this Section 10.13 4.16 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.. * * *

Keepwell. Each Guarantor that is a 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 Obligor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 15.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 15.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 15.10 shall remain in full force and effect until the termination Full Payment of all Swap the Guarantied Obligations. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 15.10 constitute, and this Section 10.13 15.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guarantee Agreement and the other Loan Documents in respect of a Swap Obligation (Obligations provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.8 or otherwise under this Loan Guaranty Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.8 shall remain in full force and effect until the termination of all Swap ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 10.13 10.8 constitute, and this Section 10.13 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 Credit Party to honor all of its obligations under this Guarantee Agreement in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.17, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsSecurity Termination (as defined in the Guarantee and Collateral Agreement) has occurred. Each Qualified ECP Guarantor intends that this Section 10.13 12.17 constitute, and this Section 10.13 12.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a 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 this Guarantee Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 12.10, or otherwise under this Loan Guaranty Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap ObligationsGuarantied Obligations have been paid in full in cash. Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.13 12.10 constitute, and this Section 10.13 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 12.11

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Article VII in respect of a all obligations in respect of Swap Obligation Agreements that constitute Secured Obligations hereunder (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.11 or otherwise under this Loan Guaranty Article VII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 Article VII shall remain in full force and effect until a discharge of the termination of all Swap ObligationsGuaranteed Liabilities. Each Qualified ECP Guarantor intends that this Section 10.13 7.11 constitute, and this Section 10.13 7.11 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.

Keepwell. 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 Credit Party to honor all of its obligations under this Guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10 shall remain in full force and effect until the termination discharge and indefeasible payment in full in cash of all Swap the Guarantee Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10 constitute, and this Section 10.13 10 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until satisfaction of the termination of all Swap ObligationsFinal Release Conditions. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee Guaranty in respect of a Swap Obligation Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 23 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 23 shall remain in full force and effect until the termination of all Swap Obligationsthis Guaranty with respect to such Guarantor in accordance with Section 4. Each Qualified ECP Guarantor intends that this Section 10.13 23 constitute, and this Section 10.13 23 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 9.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 9.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 9.13 constitute, and this Section 10.13 9.13 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.. CREDIT AGREEMENT

Keepwell. 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 this Guarantee Agreement in respect of a Secured Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 2.09, or otherwise under this Loan Guaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 2.09 shall remain in full force and effect until the termination of all Swap Obligationsthis Agreement in full or, with respect to such Qualified ECP Guarantor, in accordance with Section 5.12 hereof. Each Qualified ECP Guarantor intends that this Section 10.13 2.09 constitute, and this Section 10.13 2.09 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.

Keepwell. 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 any other Loan Credit Party (other than the Borrower) to honor honour all of its obligations under this Guarantee its guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 6.09. or otherwise under this Loan Guaranty its guarantee, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 6.09 shall remain in full force and effect until discharged in accordance with the termination provisions of all Swap Obligationsits guarantee. Each Qualified qualified ECP Guarantor intends that this Section 10.13 6.09 constitute, and this Section 10.13 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor (other than the Borrower) for all purposes of Section 1a(18)(A)(v)(II) of the US Commodity Exchange Act.

Keepwell. 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 Guarantor to honor all of its obligations under this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation Hedging Agreements (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination Obligations have been paid in full and the Commitments and all Letters of all Swap ObligationsCredit have been terminated. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 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.

Keepwell. 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 this Guarantee in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 7.10, or otherwise under this Loan Guaranty Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the The obligations of each Qualified ECP Guarantor under this Section 10.13 7.10 shall remain in full force and effect until the termination of all Swap ObligationsGuaranteed Obligations have been indefeasibly paid in full. Each Qualified ECP Guarantor intends that this Section 10.13 7.10 constitute, and this Section 10.13 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. 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 this Guarantee Loan Guaranty in respect of a Swap Obligation Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.13 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 10.14 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 10.14 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 10.14 constitute, and this Section 10.13 10.14 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.