Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.23, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.23 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 10.23 constitute, and this Section 3.10 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party hereunder to honor all of each such Credit Party’s obligations under this Obligations Guarantee in respect of Swap Obligations (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.10, or otherwise under this Obligations Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the termination Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 3.10 7.10 constitute, and this Section 3.10 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Obligor to honor all of each such Credit Party’s its obligations under the guarantee contained in this Section 3 in respect of Swap Obligations (other than to the extent provided, however that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.11, or otherwise under the guarantee contained in this GuaranteeSection 3, as it relates to such other Credit PartyObligor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of all the termination Secured Obligations (other than in respect of this Agreementindemnities and contingent Obligations not then due and payable). Each Qualified ECP Guarantor intends that this Section 3.10 3.11 constitute, and this Section 3.10 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.7, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.7 shall remain in full force and effect until such time as the termination Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.7 constitute, and this Section 3.10 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 3.8 shall remain in full force and effect until such time as the termination Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 3.8 constitute, and this Section 3.10 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.26, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.26 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.26 constitute, and this Section 3.10 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.26, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.26 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.26 constitute, and this Section 3.10 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor to honor all of each such Guarantor’s obligations under this Obligations Guarantee or any other Credit Party’s Document in respect of Swap Obligations (other than to the extent Obligations, provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.10, or otherwise under this Obligations Guarantee, as it relates to such other Credit PartyGuarantor, voidable under applicable law relating to fraudulent conveyance transfer or fraudulent transferconveyance, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the termination Obligations shall have been indefeasibly paid in full, the Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been terminated. Each Qualified ECP Guarantor intends that this Section 3.10 7.10 constitute, and this Section 3.10 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) Borrower at the time this Agreement the Guaranty by any Specified Loan Party becomes effective with respect to any Swap ObligationObligations, 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 Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 6.15 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 6.15 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Borrower intends that this Section 3.10 6.15 to constitute, and this Section 3.10 6.15 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 Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap its obligations under the this Agreement in respect of Hedge Obligations under any Secured Hedge Agreement (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1014.10(a), or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14.10(a) shall remain in full force and effect until the termination guarantees in respect of Hedge Obligations under each Secured Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 14.10(a) constitute, and this Section 3.10 14.10(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the termination of this AgreementObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 shall constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under the guaranty contained in the Guaranty made by it in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the termination of this AgreementObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 shall constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Obligor to honor all of each such Credit Party’s its obligations under the guarantee contained in this Section 3 in respect of Swap Obligations (other than to the extent provided, however that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.11, or otherwise under the guarantee contained in this GuaranteeSection 3, as it relates to such other Credit PartyObligor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 3.11 shall remain in full force and effect until payment in full of all the termination Secured Obligations (other than in respect of this Agreementindemnities and contingent Obligations not then due and payable). Each Qualified ECP Guarantor intends that this Section 3.10 3.11 constitute, and this Section 3.10 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject to Section 2.16(b), each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor to honor all of each such Credit Party’s its obligations under this Guarantee in respect of Swap Obligations that would otherwise constitute Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.104.08, or otherwise under this Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the termination of this Agreementthe Commitments and the repayment, satisfaction or discharge of all other Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 4.08 constitute, and this Section 3.10 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Specified Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Obligations (other than Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations, in each case not then due or asserted). Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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 (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor that is not a Qualified ECP Guarantor to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this Guaranty Agreement in respect to such of any Swap Obligation and that would otherwise be an Excluded Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 3.10 34 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1034, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 34 shall remain in full force and effect until the termination payment in full and discharge of the Obligations guaranteed under this Agreement. Guaranty Agreement Each Qualified ECP Guarantor intends that this Section 3.10 34 constitute, and this Section 3.10 34 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Unless the Borrower and Agent otherwise agree in writing, each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ARTICLE X -

Keepwell. Subject to Section 2.5, Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligationhereby, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.13, or otherwise under the Guarantee under Section 5.10 of this GuaranteeAgreement, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.13 shall remain in full force and effect until a Full Payment of the termination of this AgreementSecured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 5.13 constitute, and this Section 3.10 5.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Hedging Agreement (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 12.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1012.28, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 12.28 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Hedging Agreement have been discharged, or otherwise released or terminated in accordance with the terms of this Loan Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 12.28 constitute, and this Section 3.10 12.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party hereunder and under the Facility Guaranty to honor all of each such Credit Party’s its obligations hereunder and under the Facility Guaranty in respect of Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and provided, that, each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.26, or otherwise hereunder and under this Guarantee, as it relates to such other Credit Partythe Facility Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.26 shall remain in full force and effect until the termination of this AgreementObligations shall have been paid in full (subject to the guarantee reinstatement provisions set forth in the Facility Guaranty). Each Qualified ECP Guarantor intends that this Section 3.10 10.26 constitute, and this Section 3.10 10.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor (other than any Excluded Swap Guarantor; such non-excluded Guarantors, the “Qualified ECP Guarantor (including the BorrowerGuarantors”) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10 shall remain in full force and effect until payment in full of the Obligations and termination of this AgreementAgreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 3.10 10 constitute, and this Section 3.10 10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct (7 U.S.C. § 1 et seq.).

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under the Facility Guarantee or as a Borrower other than the Lead Borrower in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 SECTION 9.27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10SECTION 9.27, or otherwise under this Guarantee, as it relates to such other the Facility Guarantee or the Credit PartyAgreement in respect of the Other Liabilities, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of the Obligations and termination of this Agreementthe Commitments. Each Qualified ECP Guarantor intends that this Section 3.10 SECTION 9.27 constitute, and this Section 3.10 SECTION 9.27 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit other Loan Party’s (a) Swap Obligations and (b) obligations under the Guaranty including those with respect to Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.11, or otherwise under this Guarantee, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the termination of this Agreementall Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied. Each Qualified ECP Guarantor intends that this Section 3.10 11.11 constitute, and this Section 3.10 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party hereunder and under any applicable Guaranty to honor all of each such Credit Party’s its obligations hereunder and under any applicable Guaranty in respect of Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and provided, that, each Qualified ECP Guarantor shall only be liable under this Section 3.10 17.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1017.20, or otherwise hereunder and under this Guarantee, as it relates to such other Credit Partyany applicable Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 17.20 shall remain in full force and effect until the termination of this AgreementObligations shall have been paid in full (subject to the guarantee reinstatement provisions set forth in any applicable Guaranty). Each Qualified ECP Guarantor intends that this Section 3.10 17.20 constitute, and this Section 3.10 17.20 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to its obligations under the extent that such Credit Party is the primary obligor with Guarantee Agreement in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.18, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guarantee Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 9.18 shall remain in full force and effect until the termination of this Agreementthe aggregate Commitments and payment in full of all Loan Document Obligations (other than contingent obligations not yet due, Secured Cash Management Obligations and Secured Swap Obligations). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 9.18 constitute, and this Section 3.10 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, 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 Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.14, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until all of the termination of Secured Obligations and all other amounts payable under this AgreementAgreement (excluding contingent obligations for indemnification not yet due) shall have been paid in full in cash and the Commitments shall have expired or been terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 5.14 constitute, and this Section 3.10 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this Guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.13, or otherwise under this Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 10.13 shall remain in full force and effect until the termination payment in full of this the 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 3.10 10.13 constitute, and this Section 3.10 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.11, or otherwise under this Guarantee, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the termination of this Agreementall Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied. Each Qualified ECP Guarantor intends that this Section 3.10 11.11 constitute, and this Section 3.10 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Section 11.12.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, jointly and severally, 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 of the other Credit Party Loan Parties to honor all of each such Credit Loan Party’s obligations under this European Guarantee and the other Loan Documents in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1025, or otherwise under this Guarantee, as it relates to such European Guarantee or the other Credit PartyLoan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 25 shall remain in full force and effect until the termination Termination Date, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of this the Credit Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 25 constitute, and this Section 3.10 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.108.26, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.26 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 8.26 constitute, and this Section 3.10 8.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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 (including the Borrower) at the time this Agreement the Guaranty or the grant of the security interest under the Collateral Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, 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 Credit Specified Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each Qualified ECP Guarantor shall case, only be liable under this Section 3.10 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 11.25 voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.25 shall remain in full force and effect until the termination Obligations have been indefeasibly paid and performed in full. Solely for purposes of this Agreement. Each the Commodity Exchange Act, each Qualified ECP Guarantor intends that this Section 3.10 11.25 to constitute, and for such purposes this Section 3.10 11.25 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 Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActSpecified Loan Party.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationCredit Party, jointly and severally, 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 Credit Party hereunder to honor all of each such Credit Party’s its obligations under Article 7 hereof in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Credit Party shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyArticle 7 hereof, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 7.13 shall remain in full force and effect so long as any Commitment is in effect and until the termination payment in full of this Agreementall Obligations (other than contingent or indemnification obligations to which no claim has been asserted or that are not then due and payable and Secured Swap Obligations). Each Qualified ECP Guarantor Credit Party intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.108.11, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination Aggregate Commitment has expired or terminated and the principal of this Agreementand interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed. Each Qualified ECP Guarantor intends that this Section 3.10 8.11 constitute, and this Section 3.10 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the termination Guaranteed Obligations have been paid in full and the Revolving Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or have been cancelled or Cash Collateralized with at least 103% coverage. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, 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 Credit Loan Party to honor all of each such Credit Loan Party’s obligations under this Agreement and the other First Lien Loan Documents in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.14, or otherwise under this Guarantee, as it relates to such Agreement or the other Credit PartyFirst Lien Loan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until the termination Termination Date has occurred, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of this the First Lien Credit Agreement. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 5.14 constitute, and this Section 3.10 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, jointly and severally, 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 of the other Credit Party Loan Parties to honor all of each such Credit Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Secured Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1027, or otherwise under this Guarantee, as it relates to such Agreement or the other Credit PartyLoan Documents, voidable under applicable law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 27 shall remain in full force and effect until the termination Termination Date, in each case, in accordance with and subject to the limitations set forth in Section 9.05 of this the Credit Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 27 constitute, and this Section 3.10 27 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party a Guarantor of Payment to honor all of each such Credit Party’s Swap Obligations its obligations under any Guaranty of Payment in respect of Designated Hedge Agreements (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation Borrower and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.22, or otherwise under this Guarantee, as it relates to such other Credit Partyany Guaranty of Payment, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Company under this Section 5.22 shall remain in full force and effect until payment in full of all of the Obligations and the termination of this Agreementthe Commitments hereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section 3.10 5.22 constitute, and this Section 3.10 5.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan Document, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constituteconstitutes, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each The Borrower, to the extent it is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationGuarantor, 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 Credit Party the Borrower to honor all of each such Credit Party’s Swap Obligations its obligations under this Article X in respect of Designated Hedge Agreements (other than to provided, however, that the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Borrower shall only be liable under this Section 3.10 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.08, or otherwise under this Guarantee, as it relates to such other Credit PartyArticle X, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Company under this Section 10.08 shall remain in full force and effect until payment in full of all of the Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that have been Cash Collateralized or backstopped) and the termination of this Agreementthe Commitments hereunder. Each Qualified ECP Guarantor The Borrower intends that this Section 3.10 10.08 constitute, and this Section 3.10 10.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Specified Loan Party to honor all of each such Credit Specified Loan Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 10.8 or otherwise under this Guarantee, as it relates to such other Credit Party, Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 18 shall remain in full force and effect until the termination of this AgreementGuaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 3.10 18 constitute, and this Section 3.10 18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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 (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Article 9 in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.12, or otherwise under this Guarantee, as it relates to such other Credit PartyArticle 9, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.12 shall remain in full force and effect until all Guaranteed Obligations (other than contingent indemnification obligations) have been paid in full and all Commitments have been terminated or such Qualified ECP Guarantor’s Guaranty of the termination of this AgreementGuaranteed Obligations has been terminated in accordance with Section 9.1(d). Each Qualified ECP Guarantor intends that this Section 3.10 9.12 constitute, and this Section 3.10 9.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations hereunder in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 9.22 or otherwise under this Guarantee, as it relates to such other Credit Party, hereunder voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all Obligations shall have been indefeasibly paid in full, the termination Revolving Commitments shall have terminated or expired and all Letters of this AgreementCredit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been made) shall have terminated or expired. Each Qualified ECP Guarantor intends that this Section 3.10 9.22 constitute, and this Section 3.10 9.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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 (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Section 10 in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.10, or otherwise under this GuaranteeSection 10, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10 shall remain in full force and effect until the termination Obligations shall have been indefeasibly paid in full and the Revolving Loan Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been cancelled. Each Qualified ECP Guarantor intends that this Section 3.10 10.10 constitute, and this Section 3.10 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.07, or otherwise under this GuaranteeGuaranty, as it relates to such other Credit PartyGuarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.07 shall remain in full force and effect until all of the termination of this AgreementLoan Document Obligations (other than any contingent indemnity or expense reimbursement obligations) have been satisfied in full. Each Qualified ECP Guarantor intends that this Section 3.10 9.07 constitute, and this Section 3.10 9.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until the termination Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this AgreementSection 2 shall have been satisfied by full and final payment in cash, no Letter of Credit shall be outstanding and the Revolving Credit Commitments shall be terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.8 constitute, and this Section 3.10 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 7.13 shall remain in full force and effect until the termination Guaranteed Obligations shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or been cancelled. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until until, subject to Section 2.04, the termination payment in full in cash of this Agreementall the Secured Obligations to the extent necessary to cause the Termination Date to occur. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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 (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement and the other Loan Documents in respect of Swap Obligations (other than to the extent Obligations; provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such Agreement or any other Credit PartyLoan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the termination of this AgreementObligations have been indefeasibly paid in full and all Commitments terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.12, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrowers. The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of this AgreementGuaranteed Obligations have been paid in full. Each Qualified ECP Guarantor intends that this Section 3.10 7.12 constitute, and this Section 3.10 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the termination Guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.25 constitute, and this Section 3.10 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under its guarantee under this Section 2 in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.8, or otherwise under this Guarantee, as it relates to such other Credit PartySection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the termination Borrower Obligations and the Obligations of each Subsidiary Guarantor under the guarantee contained in this AgreementSection 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 3.10 2.8 constitute, and this Section 3.10 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Subsidiary Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such its obligations under this Guaranty or Article X of the Credit Party’s Agreement, as applicable, in respect of Specified Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 25 or otherwise under this Guarantee, as it relates to such other Credit Party, Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 25 shall remain in full force and effect until a discharge of such Qualified ECP Guarantor’s Guaranteed Obligations in accordance with the termination of this Agreementterms hereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 3.10 25 constitute, and this Section 3.10 25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the earlier of (i) the discharge of the Guaranty of such Qualified ECP Guarantor pursuant to Section 7.12 or (ii) the indefeasible payment in full of the Guaranteed Obligations and the termination of this Agreementthe Revolving Commitments. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that for such Credit Party is to qualify as an “eligible contract participant” under the primary obligor with Commodity Exchange Act or any regulations promulgated thereunder at any time during the Swap Guarantee Eligibility Period in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 1(c) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.101(c), or otherwise under this Guarantee, as it relates to such other Credit Partyany relevant guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each such Qualified ECP Guarantor Keepwell Provider under this Section 1(c) shall remain in full force and effect until the termination of each Guarantor has been released from its obligations under this AgreementGuaranty pursuant to Section 17. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 1(c) constitute, and this Section 3.10 1(c) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the termination Guaranteed Obligations have been paid in full and the Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or have been cancelled or Cash Collateralized with at least 103% coverage. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Secured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, 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 Credit Party Guarantor hereunder to honor all of each such Credit PartyGuarantor’s Obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 2.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations Obligations under this Section 3.102.10, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations Obligations of each Qualified ECP Guarantor Loan Party under this Section 2.10 shall remain in full force and effect until all of the termination of this AgreementObligations and all other amounts payable under the Loan Documents shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 2.10 constitute, and this Section 3.10 2.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Article 9 in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10Section, or otherwise under this Guarantee, as it relates to such other Credit PartyArticle 9, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all Guaranteed Obligations (other than contingent indemnification obligations) have been paid in full and all Commitments have been terminated or such Qualified ECP Guarantor’s Guaranty of the termination of this AgreementGuaranteed Obligations has been terminated in accordance with Section 9.1(d). Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 3.8 shall remain in full force and effect until such time as the termination Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of this AgreementCredit shall be outstanding . Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 3.8 constitute, and this Section 3.10 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Obligor that is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to each such Specified Loan Party honoring its Hedging Obligation as may be needed by such Specified Loan Party from time to time by each other Credit Party to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Hedging Obligation (but, in each such Credit Party’s Swap Obligations (other than case, only up to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 13.25 voidable under any applicable law law, rule or regulation relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 13.25 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly Paid in Full. Each Qualified ECP Guarantor intends that this Section 3.10 13.25 to constitute, and this Section 3.10 13.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the U.S. Revolving Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.29 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.29, or otherwise under this Guarantee, as it relates to such other Credit Partythe U.S. Revolving Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.29 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.29 constitute, and this Section 3.10 9.29 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationCredit Party, jointly and severally, 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 Credit Party hereunder to honor all of each such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Credit Party shall only be liable under this Section 3.10 4.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.104.14, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 4.14 shall remain in full force and effect until all of the termination of Guarantied Obligations (other than contingent indemnification obligations for which no claim has been made) and all other amounts payable under this AgreementGuaranty shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Credit Party intends that this Section 3.10 4.14 constitute, and this Section 3.10 4.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Specified Credit Party’s obligations under the Guaranty and the Collateral Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 4.8 for 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 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party4, voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 4.8 constitute, and this Section 3.10 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the U.S. Revolving Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.29 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.29, or otherwise under this Guarantee, as it relates to such other Credit Partythe U.S. Revolving Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.29 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.29 constitute, and this Section 3.10 9.29 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Specified Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Specified Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination indefeasible payment in full in cash of this Agreementall the Obligations (other than Specified Cash Management Obligations, Specified Swap Obligations or contingent indemnification obligations and other contingent obligations, in each case not then due or asserted). Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Grantor to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.16, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.16 shall remain in full force and effect until all amounts owing to the termination Secured Parties on account of this Agreementthe Borrower Obligations are irrevocably and indefeasibly paid in full in cash, no Letter of Credit shall be outstanding and all of the Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 3.10 9.16 constitute, and this Section 3.10 9.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligationhereby, 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 Credit Note Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until all of the termination of this AgreementGuaranteed Obligations (other than contingent indemnity Obligations for which no claim has been asserted) shall have been paid in full and the Note Documents have been terminated. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Note Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s Swap Obligations its obligations under the Subsidiary Guarantee in respect of Hedging Contracts (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 3.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.15, or otherwise under this the Subsidiary Guarantee, as it relates to such other Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 3.15 shall remain in full force and effect until this Agreement is terminated and the termination of this AgreementLoans, together with interest, fees and all other Loan Obligations (other than contingent indemnification obligations not then due and payable), are paid in full. Each Qualified ECP Guarantor intends that this Section 3.10 3.15 constitute, and this Section 3.10 3.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Subject to Section 2.5, Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligationhereby, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under the Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.13, or otherwise under the Guarantee under Section 5.10 of this GuaranteeAgreement, as it relates to such other Credit Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.13 shall remain in full force and effect until a Full Payment of the termination of this AgreementSecured Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 5.13 constitute, and this Section 3.10 5.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 170

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Obligor to honor all of each such Credit Party’s its payment obligations under the U.S. Revolving Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1013.19, or otherwise under this Guarantee, as it relates to such other Credit Partythe U.S. Revolving Guaranty and Security Agreement, voidable under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.9 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 11.9 constitute, and this Section 3.10 11.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 157

Keepwell. Each Guarantor that is a Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1012.10, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Guarantor that is a Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of this AgreementGuarantied Obligations have been paid in full in cash (other than those Guarantied Obligations expressly stated to survive termination, contingent obligations as to which no claim has been asserted or threatened and Credit Product Obligations as to which arrangements satisfactory to the applicable Credit Product Provider have been made). Each Guarantor that is a Qualified ECP Guarantor intends that this Section 3.10 12.10 constitute, and this Section 3.10 12.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, 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 Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Guaranty in respect of Swap Obligations Contracts (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.07, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 2.07 shall remain in full force and effect until all of the termination of Guaranteed Obligations and all other amounts payable under this AgreementGuaranty shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 2.07 constitute, and this Section 3.10 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of each such Credit Party’s its obligations under this Guarantee Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 2.07 or otherwise under this Guarantee, as it relates to such other Credit Party, Guarantee Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the termination of this AgreementGuarantee Agreement in accordance with Section 4.13(a). Each Qualified ECP Guarantor intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit 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 (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.28, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.28 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 9.28 constitute, and this Section 3.10 9.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.14, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under *Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission (the “Commission”). applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Payment in Full of the termination of this AgreementGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 5.14 constitute, and this Section 3.10 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under this guarantee in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.10 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.8, or otherwise under this Guarantee, as it relates to such other Credit Partyguarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until all the termination Borrower Secured Obligations, the Foreign Secured Obligations and the obligations of each Guarantor under the guarantee contained in this AgreementSection 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.10 2.8 constitute, and this Section 3.10 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap ObligationLoan Party, jointly and severally, 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 Credit Loan Party hereunder to honor all of each such Credit Loan Party’s obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor Loan Party shall only be liable under this Section 3.10 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.07, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 2.07 shall remain in full force and effect until all of the termination Guaranteed Obligations and all other amounts payable under this Agreement shall have been paid in full in cash, all Letters of this AgreementCredit shall have expired or been terminated and the Commitments shall have expired or been terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 3.10 2.07 constitute, and this Section 3.10 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party a Guarantor of Payment to honor all of each such Credit Party’s Swap Obligations its obligations under any Guaranty of Payment in respect of Designated Hedge Agreements (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation Borrower and each Qualified ECP Guarantor shall only be liable under this Section 3.10 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.105.22, or otherwise under this Guarantee, as it relates to such other Credit Partyany Guaranty of Payment, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Company under this Section 5.22 shall remain in full force and effect until payment in full of all of the Obligations and the termination of this Agreementthe Commitments hereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section 3.10 5.22 constitute, and this Section 3.10 5.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. SECTION 5.23

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and (i) each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.19, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amountamount and (ii) no Qualified ECP Guarantor described in clause (d) or (e) of the definition of Excluded Subsidiary shall be required to provide funds or other support in respect of any Swap Obligations of a US Borrower). The obligations of each Qualified ECP Guarantor under this Section 9.19 shall remain in full force and effect until the termination Discharge of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 3.10 9.19 constitute, and this Section 3.10 9.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party Obligor to honor all of each such Credit Party’s its obligations under the guarantee contained in this Section 3 in respect of Swap Obligations (other than to the extent provided, however that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.103.11, or otherwise under the guarantee contained in this GuaranteeSection 3, as it relates to such other Credit PartyObligor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of all the termination Secured Obligations (other than in respect of this Agreementindemnities and contingent Obligations not then due and payable). Each Qualified ECP Guarantor intends that this Section 3.10 3.11 constitute, and this Section 3.10 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 6.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.106.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 6.25 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 6.25 constitute, and this Section 3.10 6.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.23, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.23 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 11.23 constitute, and this Section 3.10 11.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Specified Credit Party to honor all of each such Specified Credit Party’s obligations under the Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, 10.8 voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.8 shall remain in full force and effect until such time as the termination of this AgreementObligations under the Loan Documents (other than contingent indemnification and expense reimbursement obligations not then due or asserted) have been paid in full and the Revolving Credit Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 10.8 constitute, and this Section 3.10 10.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 6.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.106.25, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 6.25 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 6.25 constitute, and this Section 3.10 6.25 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligation and provided that, each Qualified ECP Guarantor shall only be liable under this Section 3.10 7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7 shall remain in full force and effect until the termination earlier of this Agreement(i) the discharge of the Guaranty of such Qualified ECP Guarantor pursuant to Section 7.12 or (ii) the indefeasible payment in full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Party to honor all of each such Credit Party’s its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (other than to the extent provided that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1010.23, or otherwise under this Guarantee, as it relates to such other Credit Partythe Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.23 shall remain in full force and effect until the termination guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 3.10 10.23 constitute, and this Section 3.10 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.or

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Specified Loan Party to honor all of each such Credit Specified Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations (other than to the extent Obligations; provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, 11.20 or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.20 shall remain in full force and effect until the termination of this AgreementObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 3.10 11.20 constitute, and this Section 3.10 11.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.109.13, or otherwise under this Guarantee, as it relates to such other Credit Partyguaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.13 shall remain in full force and effect until the termination Guaranteed Obligations have been paid in full and the Commitments shall have terminated and all Letters of this AgreementCredit shall have expired or have been cancelled or cash collateralized in an amount equal to 102% of the amount of LC Exposure thereof. Each Qualified ECP Guarantor intends that this Section 3.10 9.13 constitute, and this Section 3.10 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s Swap Obligations (other than to the extent that such Credit Party is the primary obligor with its obligations under its Guarantee under this Section 2 in respect to such of any Swap Obligation and (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 3.10 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.102.7, or otherwise under this Guarantee, as it relates to such other Credit PartySection 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding (which has not been backstopped or Cash Collateralized) and the termination of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 3.10 2.7 constitute, and this Section 3.10 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1020, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the payment in full of all Guaranteed Obligations and all other amounts payable under the Loan Documents, the termination of this Agreementall Letter of Credit Obligations, and the termination of all the Commitments. Each Qualified ECP Guarantor intends that this Section 3.10 20 constitute, and this Section 3.10 20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 Credit Loan Party to honor all of each such Credit Party’s its obligations under this Guaranty in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1011.12, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of this Agreementthe Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements and (y) contingent indemnification obligations not yet accrued and payable). Each Qualified ECP Guarantor intends that this Section 3.10 11.12 constitute, and this Section 3.10 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligationhereby, 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 Credit Party to honor all of each such Credit Party’s its obligations under this Agreement in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.107.13, or otherwise under this Guarantee, as it relates to such other Credit PartyAgreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until all of the termination of this AgreementGuaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) shall have been paid in full and the Commitments shall have been terminated or expired. Each Qualified ECP Guarantor intends that this Section 3.10 7.13 constitute, and this Section 3.10 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Specified Credit Party to honor all of each such Specified Credit Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.10, or otherwise under this Guarantee, as it relates to such other Credit Party, Agreement voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the termination Guaranteed Obligations and all the obligations of this Agreementthe Guarantors shall have been paid in full in cash and the Commitments terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, 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 the Borrower and each other Credit Party Guarantor to honor all of each such Credit Party’s its Obligations in respect of all Swap Obligations (other than to the extent provided, however, that such Credit Party is the primary obligor with respect to such Swap Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 3.1017, or otherwise under this Guarantee, as it relates to such other Credit PartyGuaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 17 shall remain in full force and effect until irrevocable payment in full of the Obligations (other than any inchoate indemnity obligations that survive the termination of this Agreementthe Credit Agreement and the other Loan Documents) and the expiration of the obligations, if any, of the Lender to extend credit accommodations to the Borrower. Each Qualified ECP Guarantor intends that this Section 3.10 17 constitute, and this Section 3.10 17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Credit Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)