Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.11, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.11 shall remain in full force and effect until a discharge the termination and release of all Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 8.11 constitute, and this Section 7.09 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.08, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 4.08 constitute, and this Section 7.09 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.10, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 7.10 constitute, and this Section 7.09 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.11, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 7.09 4.11 constitute, and this Section 7.09 4.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been indefeasibly paid in full in Cash. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09Section, or otherwise in respect of under the Guaranteed Obligations, Guarantee as it relates to such other Loan Party, Party voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge the termination and release of all Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each 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 Loan Party to honor all of its Guaranteed Obligations obligations under any Guaranty made by it in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such under this Agreement or any other Loan PartyDocument, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until a discharge of the Guaranteed ObligationsObligations have been Paid in Full. Each Qualified ECP Guarantor intends that this his Section 7.09 shall constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.12, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 7.09 4.12 constitute, and this Section 7.09 4.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.096.09, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 6.09 constitute, and this Section 7.09 6.09 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Credit Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.9, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Credit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed ObligationsCredit Party Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 4.9 constitute, and this Section 7.09 4.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantees in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 14.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0914.22, or otherwise in respect of under the Guaranteed Obligations, as it relates to such other Loan PartyGuarantees, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge payment in full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 14.22 constitute, and this Section 7.09 14.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.11, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge the termination and release of all Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty and Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.19, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsthis Agreement has been terminated pursuant to Section 10.16(a). Each Qualified ECP Guarantor intends that this Section 7.09 10.19 constitute, and this Section 7.09 10.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.08, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 4.08 constitute, and this Section 7.09 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.09, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Secured Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.09 constitute, and this Section 7.09 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the guarantee contained in this Section 2 in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.07, or otherwise under the guarantee contained in respect of the Guaranteed Obligationsthis Section 2, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until a discharge the Payment in Full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.07 constitute, and this Section 7.09 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.10, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan PartyParty , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.10 shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 8.07. Each Qualified ECP Guarantor intends that this Section 7.09 8.10 constitute, and this Section 7.09 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that Xxxx, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.10.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, 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 any other Loan Party hereunder to honor all of its Guaranteed Obligations such Loan Party’s obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 shall remain in full force and effect until a discharge all of the Guaranteed ObligationsObligations and all other amounts payable under this Agreement shall have been paid in full and all Commitments have terminated or expired or been cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Facility Guarantee in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.28, or otherwise in respect of under the Guaranteed Obligations, as it relates to such other Loan PartyFacility Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge payment in full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 10.28 constitute, and this Section 7.09 10.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Hedge Obligation becomes effective hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligor with respect to such Hedge Obligation as may be needed by such Specified Obligor from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Loan Documents in respect of Swap Obligations such Hedge Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge payment in full of the Guaranteed ObligationsObligations and termination of the Commitments. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 to constitute, and this Section 7.09 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.9, or otherwise in respect of the Guaranteed Obligationsunder this Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.9 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been indefeasibly paid in full. Each Qualified ECP Guarantor intends that this Section 7.09 2.9 constitute, and this Section 7.09 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 8.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.09, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan PartyParty , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.09 shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 8.06. Each Qualified ECP Guarantor intends that this Section 7.09 8.09 constitute, and this Section 7.09 8.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that the Borrower, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.09.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantees in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.09, or otherwise in respect of under the Guaranteed ObligationsGuarantees, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.09 shall remain in full force and effect until a discharge of the Guaranteed Secured Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 10.09 constitute, and this Section 7.09 10.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.13, or otherwise in respect of the Guaranteed Obligationsunder this Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsthis Agreement is terminated pursuant to Section 4.15. Each Qualified ECP Guarantor intends that this Section 7.09 2.13 constitute, and this Section 7.09 2.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under its relevant Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.11, or otherwise in respect of the Guaranteed Obligationsunder its Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge the termination and release of all Finance Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.07, or otherwise in respect of the Guaranteed Obligationsunder this Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge the termination and release of the all Guaranteed ObligationsObligations in accordance with Section 7.13. Each Qualified ECP Guarantor intends that this Section 7.09 2.07 constitute, and this Section 7.09 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act...

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.096.09, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 6.09 shall remain in full force and effect until a discharge the Payment in Full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 6.09 constitute, and this Section 7.09 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under its relevant Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.11, or otherwise in respect of the Guaranteed Obligationsunder its Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge the termination and release of all Finance Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.11, or otherwise in respect of the Guaranteed Obligationsunder this Agreement, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 10.11 constitute, and this Section 7.09 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Guarantor that is a Non-Qualifying Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.095, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Qualified ECP Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations under the Credit Documents are paid in full. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 5 constitute, and this Section 7.09 5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 7.09 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.14, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Guaranty, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall 7.14 will remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid in full. Each Qualified ECP Guarantor intends that this Section 7.09 7.14 constitute, and this Section 7.09 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Section 2 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.7, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law Laws relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsthis Agreement is terminated in accordance with Section 8.15. Each Qualified ECP Guarantor intends that this Section 7.09 2.7 constitute, and this Section 7.09 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of Swap Obligations (provided, provided however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.07, or otherwise in respect of the Guaranteed Obligationsunder this Agreement, as it relates to such other Specified Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Conditions have been satisfied. Each Qualified ECP Guarantor intends that this Section 7.09 2.07 constitute, and this Section 7.09 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under each Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 8.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.16, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge all of the Guaranteed ObligationsObligations have been fully and finally paid. Each Qualified ECP Guarantor intends that this Section 7.09 8.16 constitute, and this Section 7.09 8.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.11, or otherwise in respect of the Guaranteed Obligationsunder this Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, 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 any other Loan Party hereunder to honor all of its Guaranteed Obligations such Loan Party’s obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 5.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.095.15, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.15 shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Date. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 5.15 constitute, and this Section 7.09 5.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this guarantee and any security interest granted under the U.S. Pledge and Security Agreement in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.08, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 4.08 constitute, and this Section 7.09 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its Guaranteed Obligations such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 8.1.10 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.1.10 [Keepwell], or otherwise in respect of the Guaranteed Obligations, as it relates to such under this Agreement or any other Loan PartyDocument, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act8.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.096.09, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge the Payment in Full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 6.09 constitute, and this Section 7.09 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Party, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of this Agreement is terminated pursuant to the Guaranteed Obligationsterms hereof. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of any Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.14, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.14 shall remain in full force and effect until a the payment in full and discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 4.14 constitute, and this Section 7.09 4.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(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 Loan Party to honor all of its Guaranteed Obligations obligations under the guarantee contained in this Section 2 in respect of Swap Hedge Guarantee Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.9, or otherwise under the guarantee contained in respect of the Guaranteed Obligations, as it relates to such other Loan Partythis Section 2, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of so long as the Guaranteed Obligationsguarantee contained in this Section 2 shall remain in full force and effect. Each Qualified ECP Guarantor intends that this Section 7.09 2.9 constitute, and this Section 7.09 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge payment in full of the Guaranteed all Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.08, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 4.08 constitute, and this Section 7.09 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan LoanCredit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Loan Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.14, or otherwise in respect of the Guaranteed Obligationsunder this Loan Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 7.09 10.14 constitute, and this Section 7.09 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, 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 any other Loan Party hereunder to honor all of its Guaranteed Obligations such Loan Party's obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.095.14, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until a discharge all of the Guaranteed ObligationsObligations have been Paid In Full. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 5.14 constitute, and this Section 7.09 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If it is a Qualified ECP Guarantor hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its Guaranteed Obligations such Non-Qualifying Party’s obligations under this Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 6.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.096.15, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement or any Other Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.15 shall remain in full force and effect until a discharge the Payment in Full of the Guaranteed ObligationsObligations and the termination of this Agreement and the Other Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 6.15 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.150 074658.21069/130240014v.3

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 ‎Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09‎Section 7.11, or otherwise in respect of the Guaranteed Obligationsunder this Guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 ‎Section 7.11 constitute, and this Section 7.09 ‎Section 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Loan Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.14, or otherwise in respect of the Guaranteed Obligationsunder this Loan Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 7.09 10.14 constitute, and this Section 7.09 10.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Article VII in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Article VII, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge payment in full of the Guaranteed all Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this guarantee in respect of Swap Obligations constituting Hedging Obligations owing to a Hedge Creditor (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.07, or otherwise in respect of the Guaranteed Obligationsunder this guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 7.09 2.07 constitute, and this Section 7.09 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Borrower Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 5.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.095.17, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Borrower Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 5.17 shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 5.17 constitute, and this Section 7.09 5.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Borrower Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor honour all of its Guaranteed Obligations obligations under this Agreement and each other Loan Document to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.099.18, or otherwise in respect of the Guaranteed Obligations, as it relates to such under this Agreement or any other Loan PartyDocument, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge the payout of the Guaranteed Obligationssuch Qualified ECP Guarantor’s obligations. Each Qualified ECP Guarantor intends that this Section 7.09 9.18 constitute, and this Section 7.09 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this guarantee and any security interest granted under the U.S. Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.08, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 4.08 constitute, and this Section 7.09 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.096.09, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 6.09 constitute, and this Section 7.09 6.09 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09Section, or otherwise in respect of under the Guaranteed Obligations, Guarantee as it relates to such other Loan Party, Party voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge the termination and release of all Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. SECTION 8

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.8, or otherwise in respect of the Guaranteed Obligationsunder this guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until a discharge of the Guaranteed ObligationsPayment in Full. Each Qualified ECP Guarantor intends that this Section 7.09 2.8 constitute, and this Section 7.09 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 8.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.09, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 8.06. Each Qualified ECP Guarantor intends that this Section 7.09 8.09 constitute, and this Section 7.09 8.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that the Borrower, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.09.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0914, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14 shall remain in full force and effect until a discharge the termination of the Guaranteed Obligationsthis Guaranty in accordance with Section 13. Each Qualified ECP Guarantor intends that this Section 7.09 14 constitute, and this Section 7.09 14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.for

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of its Guaranteed Obligations such Loan Party’s obligations under this Agreement in respect of Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 7.09 9.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.099.09, or otherwise in respect of the Guaranteed Obligationsunder this Agreement, as it relates to such other Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.09 shall remain in full force and effect until a discharge of the Guaranteed ObligationsDischarge Date. Each Qualified ECP Guarantor intends that this Section 7.09 9.09 constitute, and this Section 7.09 9.09 shall be deemed to constitute, a “keepwell, support, or other agreement” in respect of the relevant Loan Party’s Swap Obligations for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its Guaranteed Obligations such Specified Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 9.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, 9.8 or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, under this Agreement voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.8 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 9.8 constitute, and this Section 7.09 9.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.10, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends ​ ​ that this Section 7.09 7.10 constitute, and this Section 7.09 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.095.14, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid in full in cash. Each Qualified ECP Guarantor intends that this Section 7.09 5.14 constitute, and this Section 7.09 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party jointly and severally absolutely, (together with each other Qualified ECP Loan Party) hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its Guaranteed Obligations such Non-Qualifying Party’s obligations under this Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.09 8.1.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.1.13, or otherwise in respect of the Guaranteed Obligations, as it relates to such under this Agreement or any other Loan PartyDocument, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 8.1.13 shall remain in full force and effect until a discharge payment in full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that Obligations and termination of this Section 7.09 constitute, Agreement and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or the other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.Loan

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.098.10, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.10 shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 8.07. Each Qualified ECP Guarantor intends that this Section 7.09 8.10 constitute, and this Section 7.09 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; provided, that the Borrower, the Administrative Agent and the relevant swap provider may mutually agree to exclude a Loan Party from the requirement of this Section 8.10.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor when its guaranty of or grant of Lien as security for a Hedge Obligation becomes effective hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligor with respect to such Hedge Obligation as may be needed by such Specified Obligor from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Loan Documents in respect of Swap Obligations such Hedge Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP’s obligations and undertakings under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under any applicable law relating to fraudulent transfer or conveyance or fraudulent transfer, and not for any greater amountact). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge payment in full of the Guaranteed ObligationsObligations and termination of the Commitments. Each Qualified ECP Guarantor Loan Party intends that this Section 7.09 to constitute, and this Section 7.09 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 6

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, 7.13 or otherwise in respect of the Guaranteed Obligationsunder this Agreement, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the all Guaranteed ObligationsObligations have been irrevocably paid in full. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.14, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.14 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been indefeasibly Paid in Full in Cash. Each Qualified ECP Guarantor intends that this Section 7.09 7.14 constitute, and this Section 7.09 7.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.08, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 4.08 constitute, and this Section 7.09 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been indefeasibly Paid in Full in Cash. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.9 for the maximum amount of such liability its Maximum Amount that can be hereby incurred without rendering its obligations under this Section 7.092.9, or otherwise in respect of the Guaranteed Obligationsunder this guarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.9 shall remain in full force and effect until a discharge of the Guaranteed ObligationsFacility Termination Date. Each Qualified ECP Guarantor intends that this Section 7.09 2.9 constitute, and this Section 7.09 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Grantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Grantor shall only be liable under this Section 7.09 5.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.095.16, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Grantor under this Section shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid in full in cash. Each Qualified ECP Guarantor Grantor intends that this Section 7.09 5.16 constitute, and this Section 7.09 5.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.18, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.18 shall remain in full force and effect until a discharge the Payment in Full of the Guaranteed Secured Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.18 constitute, and this Section 7.09 2.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such ​ ​ liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Date. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Obligations that are Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.11, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 4.06. Each Qualified ECP Guarantor intends that this Section 7.09 4.11 constitute, and this Section 7.09 4.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ARTICLE V CONDITIONS PRECEDENT Section 5.01

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty and Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 10.19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0910.19, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsthis Agreement has been terminated pursuant to Section 10.16(a). Each Qualified ECP Guarantor intends that this Section 7.09 10.19 constitute, and this Section 7.09 10.19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1 a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.13, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge payment in full of the Guaranteed Obligationsall Obligations and cancellation or expiration or Cash Collateralization of all Letters of Credit. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Obligations that are Swap Obligations (provided( provided , howeverhowever , that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.11 , or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsin accordance with Section 4.06 . Each Qualified ECP Guarantor intends that this Section 7.09 4.11 constitute, and this Section 7.09 4.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this guarantee and any security interest granted under the Security Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.12, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.12 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 7.12 constitute, and this Section 7.09 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.11, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.11 constitute, and this Section 7.09 2.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.07, or otherwise in respect of the Guaranteed Obligationsunder this Agreement, as it relates to such other Specified Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until a discharge of the Guaranteed ObligationsTermination Conditions have been satisfied. Each Qualified ECP Guarantor intends that this Section 7.09 2.07 constitute, and this Section 7.09 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Section 2 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.7, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligationsthis Agreement is terminated in accordance with Section 8.15. Each Qualified ECP Guarantor intends that this Section 7.09 2.7 constitute, and this Section 7.09 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Agreement in respect of Secured Obligations under Specified Swap Obligations Agreements (providedprovided that, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, 2.8 or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until a discharge the Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.8 constitute, and this Section 7.09 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under Section7.01 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 Section7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.097.11, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder Section 7.01, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section Section7.11 shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 7.11 constitute, and this Section 7.09 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. AMERICAS/2023134647.11 100

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 constitute, and this Section 7.09 shall be 111 deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of its Guaranteed Obligations such Credit Party’s obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, 7.13 or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations shall have been Paid in Full. Each Qualified ECP Guarantor intends that this Section 7.09 7.13 constitute, and this Section 7.09 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Guaranteed Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.09, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge Discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.09 constitute, and this Section 7.09 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under this Credit Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 4.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.094.9, or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Partyunder this Credit Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed ObligationsCredit Party Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 4.9 constitute, and this Section 7.09 4.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for 64 the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.0911.11, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until a discharge the termination and release of all Obligations in accordance with the Guaranteed Obligationsterms of this Agreement. Each Qualified ECP Guarantor intends that this Section 7.09 11.11 constitute, and this Section 7.09 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its Guaranteed Obligations obligations under the Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 6.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.096.09, or otherwise in respect of under the Guaranteed ObligationsGuarantee, as it relates to such other Loan Credit Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 6.09 constitute, and this Section 7.09 6.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its Guaranteed Obligations obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 2.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.092.11, or otherwise in respect of the Guaranteed Obligationsunder this Guaranty, as it relates to such other Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.09 2.11 constitute, and this Section 7.09 2.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its Guaranteed Obligations such Specified Loan Party’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.09 13.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.09, 13.8 or otherwise in respect of the Guaranteed Obligations, as it relates to such other Loan Party, under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 13.8 shall remain in full force and effect until a discharge of the Guaranteed ObligationsObligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Section 7.09 13.8 constitute, and this Section 7.09 13.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.