Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, or otherwise under the 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 10.23 shall remain in full force and effect until the 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 10.23 constitute, and this Section 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2311.11, or otherwise under the Guaranty and Security Agreementthis Guarantee, 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 10.23 11.11 shall remain in full force and effect until the guarantees in respect of Swap all Commitments hereunder have terminated, and all Loans or other Obligations under each Secured Rate Contract hereunder which are accrued and payable have been dischargedpaid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or otherwise released or terminated for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in accordance with the terms of this Agreementplace). Each Qualified ECP Guarantor intends that this Section 10.23 11.11 constitute, and this Section 10.23 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 other Credit Party to honor all of its obligations under the Guaranty and Security Agreement in respect of each such Credit Party’s Swap Obligations under any Secured Rate Contract (provided, however, 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 10.23 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.233.10, or otherwise under the Guaranty and Security Agreementthis Guarantee, as it relates to such other Credit Party, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms termination of this Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 3.10 constitute, and this Section 10.23 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 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 its such Credit Party’s obligations under the Guaranty and Security Agreement this Obligations Guarantee in respect of Swap Obligations under any Secured Rate Contract (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.10, or otherwise under the Guaranty and Security Agreementthis Obligations Guarantee, as it relates to such Credit Party, voidable under applicable Requirements of 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 10.23 7.10 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released or terminated in accordance with the terms of this Agreementbeen cancelled. Each Qualified ECP Guarantor intends that this Section 10.23 7.10 constitute, and this Section 10.23 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 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 Non-ECP Guarantor to honor all of its obligations under the this Loan Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 3.20 for the maximum amount of such liability that can be hereby incurred incurred, and otherwise subject to the limitations on the obligations of Loan Guarantors contained in this Loan Guaranty, without rendering its obligations under this Section 10.233.20, or otherwise under the Guaranty and Security Agreementthis Loan Guaranty, 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 This Section 10.23 shall remain in full force and effect until the 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 10.23 constitute, and this Section 10.23 3.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non-ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under the its Guaranty and Security Agreement the other Loan Documents in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 10.10 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 10.23, or otherwise under the Guaranty and Security Agreement, Article X voidable under applicable Requirements of Law 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 10.23 10.10 shall remain in full force and effect until the guarantees in respect of Swap Obligations date upon which all Commitments under each Secured Rate Contract this Agreement have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 10.10 constitute, and this Section 10.23 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 its such other Loan Party’s (a) Swap Obligations and (b) obligations under the its Guaranty and Security Agreement in including those with respect of to Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23Section, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with (other than contingent indemnification obligations that survive the terms termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 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 hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under the its Guaranty and Security Agreement the other Loan Documents in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, Article XI voidable under applicable Requirements of Law 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations date upon which all Commitments under each Secured Rate Contract this Agreement have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Specified Guarantor 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 Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated Paid in accordance with the terms of this AgreementFull. Each Qualified ECP Guarantor intends that this Section 10.23 shall constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement guarantee contained in this Section 3 in respect of Swap Obligations under any Secured Rate Contract (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 10.23 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.233.11, or otherwise under the Guaranty and Security Agreementguarantee contained in this Section 3, as it relates to such other Obligor, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until payment in full of all the guarantees Secured Obligations (other than in respect of Swap indemnities and contingent Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementnot then due and payable). Each Qualified ECP Guarantor intends that this Section 10.23 3.11 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement this guarantee in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.233.8, or otherwise under the Guaranty and Security Agreementthis guarantee, voidable under applicable Requirements of Law 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 10.23 3.8 shall remain in full force and effect until such time as the guarantees in respect of Swap Loans, the Reimbursement Obligations under each Secured Rate Contract and the other Obligations shall have been dischargedpaid in full (other than unasserted contingent obligations not yet due and payable), or otherwise released or the Commitments have been terminated in accordance with the terms and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 3.8 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement this guarantee in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.232.7, or otherwise under the Guaranty and Security Agreementthis guarantee, voidable under applicable Requirements of Law 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 10.23 2.7 shall remain in full force and effect until such time as the guarantees in respect of Swap Loans, the Reimbursement Obligations under each Secured Rate Contract and the other Obligations shall have been dischargedpaid in full (other than unasserted contingent obligations not yet due and payable), or otherwise released or the Commitments have been terminated in accordance with the terms and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 2.7 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.25, or otherwise under the Guaranty and Security AgreementGuaranty, 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 10.23 9.25 shall remain in full force and effect until the 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 10.23 9.25 constitute, and this Section 10.23 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 hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under the its Guaranty and Security Agreement the other Loan Documents in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, Article XI voidable under applicable Requirements of Law 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 10.23 11.11 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull and all Commitments have been terminated. Each Qualified ECP Guarantor intends that this Section 10.23 11.11 constitute, and this Section 10.23 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section Specified Guarantor in accordance with § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.18, or otherwise under the Guaranty and Security this Agreement, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees termination of all Commitments and payment in respect full of Swap all Secured Obligations under each Secured Rate Contract (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementmade). Each Qualified ECP Guarantor intends that this Section 10.23 9.18 constitute, and this Section 10.23 9.18 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 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 its such Guarantor’s obligations under the Guaranty and Security Agreement this Obligations Guarantee or any other Credit Document in respect of Swap Obligations under any Secured Rate Contract (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.10, or otherwise under the Guaranty and Security Agreementthis Obligations Guarantee, as it relates to such Guarantor, voidable under applicable Requirements of Law 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 10.23 7.10 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been dischargedindefeasibly paid in full, the Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released or terminated in accordance with the terms of this Agreementbeen terminated. Each Qualified ECP Guarantor intends that this Section 10.23 7.10 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security this Agreement in respect of Swap Hedge Obligations under any Secured Rate Contract Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2314.10(a), or otherwise under the Guaranty and Security this 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 10.23 14.10(a) shall remain in full force and effect until the guarantees in respect of Swap Hedge Obligations under each Secured Rate Contract 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 10.23 14.10(a) constitute, and this Section 10.23 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 Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated Paid in accordance with the terms of this AgreementFull. Each Qualified ECP Guarantor intends that this Section 10.23 shall constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.26, or otherwise under the 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 10.23 9.26 shall remain in full force and effect until the 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 10.23 9.26 constitute, and this Section 10.23 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 Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap 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 the Guaranty and Security Agreement the other Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 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 10.23, or otherwise under the Guaranty and Security Agreement, 6.15 voidable under applicable Requirements of 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 10.23 6.15 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor Borrower intends that this Section 10.23 6.15 to constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2311.11, or otherwise under the Guaranty and Security Agreementthis Guarantee, as it relates to such Loan Party, voidable under applicable Requirements of 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 10.23 11.11 shall remain in full force and effect until the guarantees in respect of Swap all Commitments hereunder have terminated, and all Loans or other Obligations under each Secured Rate Contract hereunder which are accrued and payable have been discharged, paid or otherwise released or terminated in accordance with the terms of this Agreementsatisfied. Each Qualified ECP Guarantor intends that this Section 10.23 11.11 constitute, and this Section 10.23 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 hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under the its Guaranty and Security Agreement the other Loan Documents in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, Article X voidable under applicable Requirements of Law 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations date upon which all Commitments under each Secured Rate Contract this Agreement have been discharged, or otherwise released or terminated and all Obligations have been indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Specified Guarantor 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 hereby hereby, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the Guaranty and Security Guarantee under Section 5.10 of this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 5.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.235.13, or otherwise under the Guaranty and Security Guarantee under Section 5.10 of this Agreement, as it relates to such Loan Party, voidable under applicable Requirements of 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 10.23 5.13 shall remain in full force and effect until a Full Payment of the 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 AgreementObligations. Each Qualified ECP Guarantor intends that this Section 10.23 5.13 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 10.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2310.18, or otherwise under the Guaranty and Security this Agreement, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees termination of all Commitments and payment in respect full of Swap all Secured Obligations under each Secured Rate Contract (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementmade). Each Qualified ECP Guarantor intends that this Section 10.23 10.18 constitute, and this Section 10.23 10.18 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 (as hereinafter defined) 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 Guarantor to honor all of its obligations under the this Guaranty and Security Agreement in respect of all Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2321, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 21 shall remain in full force and effect until the guarantees in respect of Swap all Guaranteed Obligations under each Secured Rate Contract shall have been dischargedfully and finally performed and indefeasibly paid in full in cash (other than Unliquidated Obligations) and the Commitments and all Facility LCs shall have terminated or expired or, or otherwise released or terminated in accordance with the case of all Facility LCs, are fully collateralized on terms of this Agreementreasonably acceptable to the Administrative Agent. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 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.21

Keepwell. Each The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated Paid in accordance with the terms of this AgreementFull. Each Qualified ECP Guarantor intends that this Section 10.23 shall constitute, and this Section 10.23 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 Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the guaranty contained in the Guaranty and Security Agreement made by it in respect of Swap Obligations under any Secured Rate Contract (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect at all times hereafter until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated Paid in accordance with the terms of this AgreementFull. Each Qualified ECP Guarantor intends that this Section 10.23 shall constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security this Agreement in respect of Secured Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, 2.07 or otherwise under the Guaranty and Security Agreement, this Agreement voidable under applicable Requirements of 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 10.23 2.07 shall remain in full force and effect until the guarantees indefeasible payment in respect full in cash of all the Obligations (other than Secured Cash Management Obligations, Secured Swap Obligations under or contingent indemnification obligations and other contingent obligations, in each Secured Rate Contract have been discharged, case not then due or otherwise released or terminated in accordance with the terms of this Agreementasserted). Each Qualified ECP Guarantor intends that this Section 10.23 2.07 constitute, and this Section 10.23 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 Unless the Borrower and Agent otherwise agree in writing, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.25, or otherwise under the 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 10.23 9.25 shall remain in full force and effect until the 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 10.23 9.25 constitute, and this Section 10.23 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 Borrower and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Guarantor as may be needed by such Guarantor from time to time by each other Credit Party to honor all of its obligations under this Agreement and the Guaranty and Security Agreement other Loan Documents to which it is a party with respect to Hedge Obligations that would, in respect the absence of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under the agreement in this Section 10.23 for 21, otherwise constitute Excluded Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrowers’ and such Qualified ECP Guarantors’ obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each the Borrowers and the Qualified ECP Guarantor Guarantors under this Section 10.23 21 shall remain in full force and effect until the guarantees in respect of Swap Revolving Credit Obligations under each Secured Rate Contract and the Term Loan Obligations have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with full. The Borrowers and the terms of this Agreement. Each Qualified ECP Guarantor intends that Guarantors intend this Section 10.23 21 to constitute, and this Section 10.23 21 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 Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Obligor to honor all of its obligations under the Guaranty and Security Agreement guarantee contained in this Section 3 in respect of Swap Obligations under any Secured Rate Contract (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 10.23 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.233.11, or otherwise under the Guaranty and Security Agreementguarantee contained in this Section 3, as it relates to such other Obligor, voidable under applicable Requirements of 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 10.23 3.11 shall remain in full force and effect until payment in full of all the guarantees Secured Obligations (other than in respect of Swap indemnities and contingent Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementnot then due and payable). Each Qualified ECP Guarantor intends that this Section 10.23 3.11 constitute, and this Section 10.23 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 of Hyatt and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.11, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each of Hyatt and each Qualified ECP Guarantor under this Section 10.23 9.11 shall remain in full force and effect until all Guarantied Credit Party Obligations and any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any Commitments of the guarantees in Lenders or facilities provided by the Lenders and the Issuing Lenders with respect of Swap to the Guarantied Credit Party Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementare terminated. Each of Hyatt and each Qualified ECP Guarantor intends that this Section 10.23 9.11 constitute, and this Section 10.23 9.11 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. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Credit Party to honor all of its obligations under this Agreement and the Guaranty and Security Agreement in other Loan Documents to which it is a party with respect of to Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable permitted under this Agreement that would, in the absence of the agreement in this Section 10.23 for 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its obligations the Guarantors’ Obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, of such Qualified ECP Guarantor voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations obligations, undertakings and guaranty of each the Qualified ECP Guarantor Guarantors under this Section 10.23 11.16 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with Termination Date. The Borrower and the terms of this Agreement. Each Qualified ECP Guarantor intends that Guarantors intend this Section 10.23 11.16 to constitute, and this Section 10.23 11.16 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 Loan Party 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 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 its obligations under the Guaranty and Security Agreement this Guarantee in respect of Swap Obligations under any Secured Rate Contract that would otherwise constitute Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.234.08, or otherwise under the Guaranty and Security Agreementthis Guarantee, voidable under applicable Requirements of 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 10.23 4.08 shall remain in full force and effect until the guarantees in respect termination of Swap Obligations under each Secured Rate Contract have been dischargedthe Commitments and the repayment, satisfaction or otherwise released or terminated in accordance with the terms discharge of this Agreementall other Obligations. Each Qualified ECP Guarantor intends that this Section 10.23 4.08 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.20, or otherwise under the Guaranty and Security this Agreement, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees termination of all Commitments and payment in respect full of Swap all Secured Obligations under each Secured Rate Contract (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementmade). Each Qualified ECP Guarantor intends that this Section 10.23 9.20 constitute, and this Section 10.23 9.20 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 hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Credit Party to honor all of its obligations under the its Guaranty and Security Agreement the other Loan Documents in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, voidable under applicable Requirements of Law 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Specified Guarantor for all purposes of Section § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.238.10, or otherwise under the Guaranty and Security this Agreement, voidable under applicable Requirements of 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 10.23 8.10 shall remain in full force and effect until this Agreement is terminated, all Obligations are paid in full (other than contingent obligations for which no claim has been made) and all of the 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 AgreementLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 10.23 8.10 constitute, and this Section 10.23 8.10 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. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Document, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Guarantor that is not a Qualified ECP Guarantor to honor all of its obligations under the this Guaranty and Security Agreement in respect of any Swap Obligations under any Secured Rate Contract Obligation that would otherwise be an Excluded Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 34 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2334, or otherwise under the this Guaranty and Security Agreement, voidable under applicable Requirements of 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 10.23 34 shall remain in full force and effect until the guarantees payment in respect full and discharge of Swap the Obligations guaranteed under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement. Guaranty Agreement Each Qualified ECP Guarantor intends that this Section 10.23 34 constitute, and this Section 10.23 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 Qualified ECP Guarantor Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap 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 the Guaranty and Security Agreement the other Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 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 10.23, or otherwise under the Guaranty and Security Agreement, 6.16 voidable under applicable Requirements of 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 10.23 6.16 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor Borrower intends that this Section 10.23 6.16 to constitute, and this Section 10.23 6.16 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 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 its obligations under the Guaranty and Security Agreement this guarantee in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 15.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2315.14, or otherwise under the Guaranty and Security Agreementthis guarantee, voidable under applicable Requirements of Law 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 10.23 15.14 shall remain in full force and effect until all of the guarantees in respect of Swap Secured Obligations under each Secured Rate Contract have been dischargedindefeasibly paid and performed in full (or with respect to any outstanding Facility LCs, a cash deposit or otherwise released Supporting Letter of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or terminated in accordance with the terms of this AgreementLenders which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 15.14 constitute, and this Section 10.23 15.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for or 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 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 its obligations hereunder and under the Facility Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 10.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2310.26, or otherwise hereunder and under the Guaranty and Security AgreementFacility Guaranty, voidable under applicable Requirements of 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 10.23 10.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, or otherwise released or terminated paid in accordance with full (subject to the terms of this Agreementguarantee reinstatement provisions set forth in the Facility Guaranty). Each Qualified ECP Guarantor intends that this Section 10.23 10.26 constitute, and this Section 10.23 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 Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the each applicable Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.02 for the maximum amount of such liability that can be hereby or thereby incurred without rendering its obligations under this Section 10.237.02, or otherwise under the Guaranty and Security Agreementsuch Guaranty, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until a discharge or release of the guarantees (i) Guaranteed Obligations, (ii) the “Guaranteed Obligations” (as defined in respect of Swap Obligations the Foreign Subsidiary Guaranty), (iii) the “Guaranteed Obligations” (as defined in the US Subsidiary Guaranty), and (iv) all guaranteed obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementother Guaranty. Each Qualified ECP Guarantor intends that this Section 10.23 constitute7.02 constitutes, and this Section 10.23 7.02 shall be deemed to constituteconstitutes, 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 Loan Party that is a Qualified ECP Guarantor at the time 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 to each Specified Loan Party with respect to such Swap 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 the its Guaranty and Security Agreement the other Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, 11.25 voidable under applicable Requirements of 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 10.23 11.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been dischargedindefeasibly paid and performed in full. Solely for purposes of the Commodity Exchange Act, or otherwise released or terminated in accordance with the terms of this Agreement. Each each Qualified ECP Guarantor intends that this Section 10.23 11.25 to constitute, and for such purposes this Section 10.23 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 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 its obligations hereunder and under the any applicable Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 17.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2317.20, or otherwise hereunder and under the Guaranty and Security Agreementany applicable Guaranty, voidable under applicable Requirements of 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 10.23 17.20 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, or otherwise released or terminated paid in accordance with full (subject to the terms of this Agreementguarantee reinstatement provisions set forth in any applicable Guaranty). Each Qualified ECP Guarantor intends that this Section 10.23 17.20 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Guarantee Agreement in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.18, or otherwise under the Guaranty and Security Guarantee Agreement, voidable under applicable Requirements of Law 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 10.23 9.18 shall remain in full force and effect until termination of the guarantees aggregate Commitments and payment in respect full of all Loan Document Obligations (other than contingent obligations not yet due, Secured Cash Management Obligations and Secured Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 9.18 constitute, and this Section 10.23 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 Subject in all respects to Section 1.6 of this Agreement, each Obligor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan 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 to such Specified Loan Party with respect to such Swap 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 the its Guaranty and Security Agreement the other Loan Documents in respect of such Swap Obligations under any Secured Rate Contract Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, 7.1.17 voidable under applicable Requirements of Law 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 10.23 7.1.17 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 7.1.17 to constitute, and this Section 10.23 7.1.17 shall be deemed to constitute, 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 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 its such other Loan Party’s (a) Swap Obligations and (b) obligations under the Guaranty and Security Agreement in including those with respect of to Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23Section, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with (other than contingent indemnification obligations that survive the terms termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement guarantee contained in this Section 3 in respect of Swap Obligations under any Secured Rate Contract (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 10.23 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.233.11, or otherwise under the Guaranty and Security Agreementguarantee contained in this Section 3, as it relates to such other Obligor, voidable under applicable Requirements of 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 10.23 3.11 shall remain in full force and effect until payment in full of all the guarantees Secured Obligations (other than in respect of Swap indemnities and contingent Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementnot then due and payable). Each Qualified ECP Guarantor intends that this Section 10.23 3.11 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement this Article 9 in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.12, or otherwise under the Guaranty and Security Agreementthis Article 9, voidable under applicable Requirements of 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 10.23 9.12 shall remain in full force and effect until the guarantees in respect of Swap all Guaranteed Obligations under each Secured Rate Contract (other than contingent indemnification obligations) have been discharged, paid in full and all Commitments have been terminated or otherwise released or such Qualified ECP Guarantor’s Guaranty of the Guaranteed Obligations has been terminated in accordance with the terms of this AgreementSection 9.1(d). Each Qualified ECP Guarantor intends that this Section 10.23 9.12 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract Hedging Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 12.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2312.28, or otherwise under the 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 10.23 12.28 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract 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 10.23 12.28 constitute, and this Section 10.23 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 Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party a Guarantor of Payment to honor all of its obligations under the any Guaranty and Security Agreement of Payment in respect of Swap Obligations under any Secured Rate Contract Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 10.23 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.235.22, or otherwise under the any Guaranty and Security Agreementof Payment, voidable under applicable Requirements of Law 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 10.23 5.22 shall remain in full force and effect until payment in full of all of the guarantees in respect Obligations and the termination of Swap Obligations under the Commitments hereunder. Borrower and 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 10.23 5.22 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement Facility Guarantee or as a Borrower other than the Lead Borrower in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 SECTION 9.27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23SECTION 9.27, or otherwise under the Guaranty and Security AgreementFacility Guarantee or the Credit Agreement in respect of the Other Liabilities, 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 10.23 shall remain in full force and effect until payment in full of the guarantees in respect Obligations and termination of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementCommitments. Each Qualified ECP Guarantor intends that this Section 10.23 SECTION 9.27 constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.12, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of Law 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated paid in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 7.12 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.25, or otherwise under the 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 10.23 9.25 shall remain in full force and effect until the 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 10.23 9.25 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement and the other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, Obligations; provided that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23Section, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until all of the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid in accordance with the terms of this Agreementfull and all Commitments terminated. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 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 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 its obligations under this Guaranty or Article X of the Guaranty and Security Agreement Credit Agreement, as applicable, in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, 25 or otherwise under the this Guaranty and Security Agreement, voidable under applicable Requirements of 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 10.23 25 shall remain in full force and effect until the guarantees in respect a discharge of Swap such Qualified ECP Guarantor’s Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 10.23 25 constitute, and this Section 10.23 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. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.13 (Keepwell) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.13 (Keepwell), or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 7.13 (Keepwell) shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released have been cancelled or terminated in accordance Cash Collateralized with the terms of this Agreementat least 102% coverage. Each Qualified ECP Guarantor intends that this Section 10.23 7.13 (Keepwell) constitute, and this Section 10.23 7.13 (Keepwell) 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 that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 12.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2312.10, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of Law 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Guarantied Obligations under each Secured Rate Contract have been dischargedpaid 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 otherwise released or terminated in accordance with threatened and Credit Product Obligations as to which arrangements satisfactory to the terms of this Agreementapplicable Credit Product Provider have been made). Each Guarantor that is a Qualified ECP Guarantor intends that this Section 10.23 12.10 constitute, and this Section 10.23 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 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 its such Specified Loan Party’s obligations under the this Guaranty and Security Agreement the other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, 10.8 or otherwise under the this Guaranty and Security Agreement, voidable under applicable Requirements of 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 10.23 18 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated indefeasibly paid and performed in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 18 constitute, and this Section 10.23 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 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 its such Loan Party’s obligations under its Guarantee under the Guaranty and Security Agreement Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2310.19, or otherwise under the Guaranty and Security Agreementits Guarantee, voidable under applicable Requirements of 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 10.23 10.19 shall remain in full force and effect until termination of all Commitments and payment in full of all Obligations (other than any obligations or rights which according to the guarantees in respect Credit Agreement shall survive the termination of Swap Obligations under each Secured Rate Contract have the Commitments) and the expiration or termination of all Letters of Credit (other than any Letter of Credit for which the LC Exposure has been discharged, or otherwise released or terminated Cash Collateralized in accordance with the terms of this Agreementthe Credit Agreement or as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made). Each Qualified ECP Guarantor intends that this Section 10.23 10.19 constitute, and this Section 10.23 10.19 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. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.13, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 7.13 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released have been cancelled or terminated in accordance Cash Collateralized with the terms of this Agreementat least 103% coverage. Each Qualified ECP Guarantor intends that this Section 10.23 7.13 constitute, and this Section 10.23 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 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 Non-ECP Guarantor to honor all of its obligations under the this ABL Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 3.19 for the maximum amount of such liability that can be hereby incurred incurred, and otherwise subject to the limitations on the obligations of Loan Guarantors contained in this ABL Guaranty, without rendering its obligations under this Section 10.233.19, or otherwise under the Guaranty and Security Agreementthis ABL Guaranty, 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 This Section 10.23 shall remain in full force and effect until the 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 10.23 constitute, and this Section 10.23 3.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non-ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party Loan Guarantor to honor all of its obligations under the this Loan Guaranty and Security Agreement in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, 10.13 or otherwise under the this Loan Guaranty and Security Agreement, voidable under applicable Requirements of 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 10.23 10.13 shall remain in full force and effect until the guarantees in respect a discharge of Swap Obligations such Qualified ECP Guarantor’s obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated this Loan Guaranty in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 10.23 10.13 constitute, and this Section 10.23 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Loan Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.26, or otherwise under the 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 10.23 9.26 shall remain in full force and effect until the 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 10.23 9.26 constitute, and this Section 10.23 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 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 its such Loan Party’s obligations under the Guaranty and Security Agreement this Section 10 in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2310.10, or otherwise under the Guaranty and Security Agreementthis Section 10, as it relates to such Loan Party, voidable under applicable Requirements of 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 10.23 10 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been discharged, indefeasibly paid in full and the Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released or terminated in accordance with the terms of this Agreementbeen cancelled. Each Qualified ECP Guarantor intends that this Section 10.23 10.10 constitute, and this Section 10.23 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 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 Non ECP Guarantor to honor all of its obligations under the this ABL Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract that would otherwise be Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 3.19 for the maximum amount of such liability that can be hereby incurred incurred, and otherwise subject to the limitations on the obligations of Loan Guarantors contained in this ABL Guaranty, without rendering its obligations under this Section 10.233.19, or otherwise under the Guaranty and Security Agreementthis ABL Guaranty, 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 This Section 10.23 shall remain in full force and effect until the 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 10.23 constitute, and this Section 10.23 3.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Non ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.238.11, or otherwise under the Guaranty and Security this Agreement, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees in respect Aggregate Commitment has expired or terminated and the principal of Swap Obligations under and interest on each Secured Rate Contract Loan and all fees payable hereunder have been discharged, or otherwise released paid in full and all Letters of Credit have expired or terminated in accordance with the terms of this Agreementand all LC Disbursements shall have been reimbursed. Each Qualified ECP Guarantor intends that this Section 10.23 8.11 constitute, and this Section 10.23 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. Each Borrower that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Borrower that is not a Qualified ECP Guarantor (each a “Specified Loan Party”) 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 the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations under this Section 10.23, or otherwise under the Guaranty and Security Agreement, voidable under applicable Requirements of Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor such Borrower under this Section 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract all Revolving Loans have been dischargedfully and finally paid, or otherwise released or terminated in accordance with the terms performed and discharged and all obligations of Lenders to make disbursements under this AgreementAgreement have terminated. Each Qualified ECP Guarantor Borrower intends that this Section 10.23 to constitute, and this Section 10.23 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 hereby Guarantor, jointly and severally severally, hereby 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 its such Loan Party’s obligations under this European Guarantee and the Guaranty and Security Agreement other Loan Documents in respect of Secured Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2325, or otherwise under this European Guarantee or the Guaranty and Security Agreementother Loan Documents, voidable under applicable Requirements of 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 10.23 25 shall remain in full force and effect until the guarantees Termination Date, in respect of Swap Obligations under each Secured Rate Contract have been dischargedcase, or otherwise released or terminated in accordance with and subject to the terms limitations set forth in Section 9.05 of this the Credit Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 25 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.10, or otherwise under the Guaranty and Security this Agreement, as it relates to such Specified Loan Party, voidable under applicable Requirements of 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 10.23 7.10 shall remain in full force and effect until the guarantees payment in respect full in cash of Swap the Secured Obligations (other than (i) contingent obligations for indemnity, expense reimbursement, tax gross-up or yield protection for which no claim has been made and (ii) Secured Obligations under each Secured Rate Contract have been dischargedHedge Agreements, or otherwise released or terminated in accordance with Secured Letters of Credit and Secured Cash Management Obligations to the terms of this Agreementextent not currently due). Each Qualified ECP Guarantor intends that this Section 10.23 7.10 constitute, and this Section 10.23 7.10 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 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 its obligations under the Guaranty and Security Agreement this guarantee in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 15.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2315.14, or otherwise under the Guaranty and Security Agreementthis guarantee, voidable under applicable Requirements of Law 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 10.23 15.14 shall remain in full force and effect until all of the guarantees in respect of Swap Secured Obligations under each Secured Rate Contract have been dischargedindefeasibly paid and performed in full (or with respect to any outstanding Facility LCs, a cash deposit or otherwise released Supporting Letter of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or terminated in accordance with the terms of this AgreementSecured Parties which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 15.14 constitute, and this Section 10.23 15.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for or 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 The Borrower, to the extent it is a Qualified ECP Guarantor Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party the Borrower to honor all of its obligations under the Guaranty and Security Agreement this Article X in respect of Swap Obligations under any Secured Rate Contract Designated Hedge Agreements (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 10.23 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2310.08, or otherwise under the Guaranty and Security Agreementthis Article X, voidable under applicable Requirements of Law 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 10.23 10.08 shall remain in full force and effect until payment in full of all of the guarantees in respect Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Swap Obligations under each Secured Rate Contract Credit that have been discharged, Cash Collateralized or otherwise released or terminated in accordance with backstopped) and the terms termination of this Agreementthe Commitments hereunder. Each Qualified ECP Guarantor The Borrower intends that this Section 10.23 10.08 constitute, and this Section 10.23 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 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 Supported Guarantor for such Supported Guarantor to honor all of its obligations under qualify as an Eligible Contract Participant during the Guaranty and Security Agreement Swap Guarantee Eligibility Period in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.232.8, or otherwise under the Guaranty and Security Agreementthis Guarantee, voidable under applicable Requirements of Law 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 10.23 2.8 shall remain in full force and effect until the guarantees in respect obligations of Swap Obligations the Borrowers under each Secured Rate Contract the Credit Agreement have expired, been discharged, discharged or have otherwise released or been terminated in accordance with the terms of this the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 2.8 constitute, and this Section 10.23 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party Supported Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 10.23 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.14, or otherwise under the Guaranty and Security Agreementthis Guaranty, 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 10.23 shall 7.14 will remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been dischargedpaid in full and the Revolving Credit Commitments will have terminated, and all Loans or otherwise released other Obligations hereunder which are accrued and payable have been paid or terminated satisfied and all Letters of Credit will have expired (without any pending drawing) or have been cancelled or Cash Collateralized in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 7.14 constitute, and this Section 10.23 shall 7.14 will 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 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 its obligations under this Guaranty or Article X of the Guaranty and Security Agreement Credit Agreement, as applicable, in respect of Specified Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, 24 or otherwise under the this Guaranty and Security Agreement, voidable under applicable Requirements of 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 10.23 24 shall remain in full force and effect until the guarantees in respect a discharge of Swap such Qualified ECP Guarantor’s Guaranteed Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementhereof and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 10.23 24 constitute, and this Section 10.23 24 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 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 its obligations under the Guaranty and Security Agreement its guarantee under this Section 2 in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.232.8, or otherwise under the Guaranty and Security AgreementSection 2, voidable under applicable Requirements of 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 10.23 2.8 shall remain in full force and effect until the guarantees Borrower Obligations and the Obligations of each Subsidiary Guarantor under the guarantee contained in respect of Swap Obligations under each Secured Rate Contract this Section 2 shall have been dischargedsatisfied by payment in full, or otherwise released or terminated in accordance with no Letter of Credit shall be outstanding and the terms of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 10.23 2.8 constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.07, or otherwise under the Guaranty and Security Agreementthis Guaranty, as it relates to such other Guarantor, voidable under applicable Requirements of 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 10.23 9.07 shall remain in full force and effect until all of the guarantees in respect of Swap Loan Document Obligations under each Secured Rate Contract (other than any contingent indemnity or expense reimbursement obligations) have been discharged, or otherwise released or terminated satisfied in accordance with the terms of this Agreementfull. Each Qualified ECP Guarantor intends that this Section 10.23 9.07 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement hereunder in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23, 9.22 or otherwise under the Guaranty and Security Agreement, hereunder voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap all Obligations under each Secured Rate Contract shall have been dischargedindefeasibly paid in full, the Revolving Commitments shall have terminated or otherwise released expired and all Letters of Credit (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 terminated in accordance with the terms of this Agreementexpired. Each Qualified ECP Guarantor intends that this Section 10.23 9.22 constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 10.23 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.14, or otherwise under the Guaranty and Security Agreementthis Guaranty, 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 10.23 shall 7.14 will remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been dischargedpaid in full and the Revolving Credit Commitments will have terminated, and all Loans or otherwise released other Obligations hereunder which are accrued and payable have been paid or terminated satisfied and all Letters of Credit will have expired (without any pending drawing) or have been cancelled or cash collateralized in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 7.14 constitute, and this Section 10.23 shall 7.14 will 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 Borrowers hereby agree to cause each Qualified ECP Guarantor hereby to jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its such Credit Party’s obligations under its guaranty and the Guaranty and Security Agreement Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under its undertaking pursuant to this Section 10.23 1.19(e) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its obligations under this Section 10.23, or otherwise under the Guaranty and Security Agreementguaranty, voidable under the Bankruptcy Code and other applicable Requirements of 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 10.23 1.19(e) shall remain in full force and effect until Payment in Full of the 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 AgreementObligations. Each Borrower, for itself and on behalf of each Qualified ECP Guarantor Guarantor, intends that this Section 10.23 1.19(e) (and any corresponding provision of any applicable guaranty) constitute, and this Section 10.23 1.19(e) (and any corresponding provision of any applicable guaranty) 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)(II1a (18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.25, or otherwise under the 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 10.23 9.25 shall remain in full force and effect until the guarantees 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 10.23 9.25 constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 10.23 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.14, or otherwise under the Guaranty and Security Agreementthis Guaranty, 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 10.23 shall 7.14 will remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been dischargedpaid in full and the Revolving Commitments will have terminated, and all Loans or otherwise released other Obligations hereunder which are accrued and payable have been paid or terminated satisfied and all Letters of Credit will have expired (without any pending drawing) or have been cancelled or cash collateralized in accordance with the terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 10.23 7.14 constitute, and this Section 10.23 shall 7.14 will 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 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 U.S. Credit Party to honor all of its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2311.10, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 11.10 shall remain in full force and effect until termination of the guarantees Commitments and payment in respect full of Swap all Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities under each Secured Rate Contract Hedging Agreements or Treasury Services Agreements as to which arrangements satisfactory to the applicable Bank Product Provider shall have been dischargedmade) and the expiration or termination of all Letters of Credit (or, or otherwise released or terminated in accordance with the terms case of this AgreementLetters of Credit, cash collateralized in a manner acceptable to the Administrative Agent and the applicable Issuing Lenders). Each Qualified ECP Guarantor intends that this Section 10.23 11.10 constitute, and this Section 10.23 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other U.S. Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor 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 its such other Loan Party’s (a) Swap Obligations and (b) obligations under the its Guaranty and Security Agreement in including those with respect of to Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.23Section, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, 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 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with (other than contingent indemnification obligations that survive the terms termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 10.23 constituteconstitutes, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.238.26, or otherwise under the 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 10.23 8.26 shall remain in full force and effect until the 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 10.23 8.26 constitute, and this Section 10.23 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 Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Credit Party Guarantor to honor all of its such Guarantor’s obligations under the Guaranty and Security Agreement this Obligations Guarantee or any other Credit Document in respect of Swap Obligations under any Secured Rate Contract (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.10, or otherwise under the Guaranty and Security Agreementthis Obligations Guarantee, as it relates to such Guarantor, voidable under applicable Requirements of Law law relating to preferences, fraudulent conveyance conveyance, fraudulent transfer or fraudulent transfertransfer at undervalue, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.23 7.10 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract shall have been dischargedindefeasibly paid in full, the Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released or terminated in accordance with the terms of this Agreementbeen cancelled. Each Qualified ECP Guarantor intends that this Section 10.23 7.10 constitute, and this Section 10.23 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 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 for such Credit Party to honor all of its obligations qualify as an “eligible contract participant” under the Guaranty and Security Agreement Commodity Exchange Act or any regulations promulgated thereunder at any time during the Swap Guarantee Eligibility Period in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 1(c) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.231(c), or otherwise under the Guaranty and Security Agreementany relevant guarantee, voidable under applicable Requirements of Law 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 10.23 1(c) shall remain in full force and effect until the guarantees in respect of Swap Obligations each Guarantor has been released from its obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementGuaranty pursuant to Section 17. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 1(c) constitute, and this Section 10.23 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. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Loan Party to honor all of its obligations under the each applicable Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.02 for the maximum amount of such liability that can be hereby or thereby incurred without rendering its obligations under this Section 10.237.02, or otherwise under the Guaranty and Security Agreementsuch Guaranty, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until a 146 discharge or release of the guarantees (i) Guaranteed Obligations, (ii) the “Guaranteed Obligations” (as defined in respect of Swap Obligations the Foreign Subsidiary Guaranty), (iii) the “Guaranteed Obligations” (as defined in the US Subsidiary Guaranty), and (iv) all guaranteed obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementother Guaranty. Each Qualified ECP Guarantor intends that this Section 10.23 constitute7.02 constitutes, and this Section 10.23 7.02 shall be deemed to constituteconstitutes, 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 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 its obligations under the Guaranty and Security Agreement Agreements in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 11.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2311.23, or otherwise under the Guaranty and Security AgreementAgreements, 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 10.23 11.23 shall remain in full force and effect until the 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 10.23 11.23 constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.13, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 9.13 shall remain in full force and effect until the guarantees in respect of Swap Guaranteed Obligations under each Secured Rate Contract have been discharged, paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or otherwise released have been cancelled or terminated Cash Collateralized in accordance with an amount equal to 102% of the terms amount of this AgreementLC Exposure thereof. Each Qualified ECP Guarantor intends that this Section 10.23 9.13 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement its Guarantee under this Section 2 in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.232.7, or otherwise under the Guaranty and Security AgreementSection 2, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees guarantee contained in respect of Swap Obligations under each Secured Rate Contract this Section 2 shall have been dischargedsatisfied by payment in full, no Letter of Credit shall be outstanding (which has not been backstopped or otherwise released or terminated in accordance with Cash Collateralized) and the terms of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 10.23 2.7 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement this guarantee in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 10.23 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.232.8, or otherwise under the Guaranty and Security Agreementthis guarantee, voidable under applicable Requirements of Law 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 10.23 2.8 shall remain in full force and effect until such time as the guarantees Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Specified Swap Obligations under each Secured Rate Contract Agreements) shall have been dischargedpaid in full, or otherwise released or the Commitments have been terminated in accordance with the terms and no Letters of this AgreementCredit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 10.23 2.8 constitute, and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 31 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2331, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees Obligations are irrevocably paid in respect of Swap full (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations under each Secured Rate Contract and (z) contingent reimbursement and indemnification obligations not yet accrued and payable) and the Commitments have been discharged, or otherwise released or terminated in accordance with the terms of this Agreementterminated. Each Qualified ECP Guarantor intends that this Section 10.23 31 constitute, and this Section 10.23 31 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 The Company hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party 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 the Guaranty and Security Agreement the other Loan Documents to which it is a party in respect of Swap Obligations under any Secured Rate Contract (providedthat would, however, that each Qualified ECP Guarantor shall only be liable under in absence of the agreement in this Section 10.23 for 10.05, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its the Company’s obligations and undertakings under this Section 10.23, or otherwise under the Guaranty and Security Agreement, 10.05 voidable under applicable Requirements of Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Company under this Section 10.23 10.05 shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Secured Rate Contract have been dischargedindefeasibly paid and performed in full or, or otherwise released or terminated in accordance with if sooner, upon the terms occurrence of this Agreementthe Covenant Compliance Restoration Date. Each Qualified ECP Guarantor The Company intends that this Section 10.23 10.05 to constitute, and this Section 10.23 10.05 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 Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party a Guarantor of Payment to honor all of its obligations under the any Guaranty and Security Agreement of Payment in respect of Swap Obligations under any Secured Rate Contract Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 10.23 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.235.22, or otherwise under the any Guaranty and Security Agreementof Payment, 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 the Company under this Section 10.23 5.22 shall remain in full force and effect until payment in full of all of the guarantees in respect Obligations and the termination of Swap Obligations under the Commitments hereunder. Borrower and 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 10.23 5.22 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement this Article 9 in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.12, or otherwise under the Guaranty and Security Agreementthis Article 9, voidable under applicable Requirements of 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 10.23 9.12 shall remain in full force and effect until the guarantees in respect of Swap all Guaranteed Obligations under each Secured Rate Contract (other than contingent indemnification obligations) have been discharged, paid in full and all Commitments have been terminated or otherwise released or such Qualified ECP Guarantor's Guaranty of the Guaranteed Obligations has been terminated in accordance with the terms of this AgreementSection 9.1(d). Each Qualified ECP Guarantor intends that this Section 10.23 9.12 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security this Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that (i) each Qualified ECP Guarantor shall only be liable under this Section 10.23 9.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.239.19, or otherwise under the Guaranty and Security this Agreement, voidable under applicable Requirements of Law 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 (f) 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 10.23 9.19 shall remain in full force and effect until the guarantees in respect Discharge of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 10.23 9.19 constitute, and this Section 10.23 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 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 its obligations under the Guaranty and Security Agreement its Guarantee under this Section 2 in respect of any Swap Obligations under any Secured Rate Contract Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.232.7, or otherwise under the Guaranty and Security AgreementSection 2, voidable under applicable Requirements of 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 10.23 shall remain in full force and effect until the guarantees guarantee contained in respect of Swap Obligations under each Secured Rate Contract this Section 2 shall have been dischargedsatisfied by payment in full, no F-9 Form of Security Agreement Letter of Credit shall be outstanding (which has not been backstopped or otherwise released or terminated in accordance with Cash Collateralized) and the terms of this AgreementCommitments shall be terminated. Each Qualified ECP Guarantor intends that this Section 10.23 2.7 constitute, F-15 Form of Security Agreement and this Section 10.23 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 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 its obligations under the this Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.237.13, or otherwise under the Guaranty and Security Agreementthis Guaranty, voidable under applicable Requirements of 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 10.23 7.13 shall remain in full force and effect until all of the guarantees in respect of Swap Guaranteed Obligations (other than contingent or indemnification obligations for which no claim has been made and other than obligations under each Secured Rate Contract any Hedge Agreement) have been discharged, or otherwise released or terminated paid in accordance with full and the terms of this AgreementCommitments shall have terminated. Each Qualified ECP Guarantor intends that this Section 10.23 7.13 constitute, and this Section 10.23 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 (as defined below) 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 Party to honor all of its obligations under the this Guaranty and Security Agreement the other Loan Documents in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 13.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.2313.10, or otherwise under the Guaranty and Security Agreementthis Agreement or any other Loan Document, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 12.18, the obligations of each Qualified ECP Guarantor under this Section 10.23 13.10 shall remain in full force and effect until the guarantees Payment in respect Full of Swap Obligations under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the terms of this AgreementObligations. Each Qualified ECP Guarantor intends that this Section 10.23 13.10 constitute, and this Section 10.23 13.10 shall be deemed to constitute, a “keepwell, support, 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.. For purposes of this Section, “