Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 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 Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, 9.18 or otherwise under this Guarantee, the Guarantee voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 9.18 shall remain in full force and effect until all Commitments hereunder have terminated, the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans or and Unpaid Drawings, together with interest, fees and all other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of Credit remains outstanding (except any Letter such Guarantor in accordance with Section 25 of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Guarantee. Each Qualified ECP Guarantor intends that this Section 11.11 9.18 to constitute, and this Section 11.11 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Obligations Agreements and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer has shall have been put made or that have been Cash Collateralized in place)the amount of the Minimum Collateral Amount) have been paid and performed in full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 4.08 to constitute, and this Section 11.11 4.08 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 Loan Party that is party hereto and is a Qualified ECP Guarantor at the time any Guarantee by any Specified Loan Party (or, in the case of the Company as such Loan Party that is party hereto and is a Qualified ECP Guarantor, at the time any Guarantee by any Specified Loan Party or Specified Foreign Loan Party) becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party (or, in the case of the Company as Qualified ECP Guarantor, to each Specified Loan Party and to each Specified Foreign Loan Party) with respect to such Swap Obligation as may be needed by such Specified Loan Party or Specified Foreign Loan Party, as applicable, from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 10.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party or Specified Foreign Loan Party, as applicable, for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, (a) no Foreign Obligor or Excluded Subsidiary shall be a Qualified ECP Guarantor, and (b) only the Company (and no other Loan Party) shall be a Qualified ECP Guarantor on behalf of any Specified Foreign Loan Party.

Keepwell. Each Credit Agreement Party that is a Qualified ECP Guarantor (as defined below) at the time the Credit Agreement Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Credit Agreement Party Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Agreement Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. A Specified Credit Party means any Credit Agreement Party that is not “an eligible contract participant” under the Commodity Exchange Act (determined after giving effect to this Section 14.11).

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time this Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 22 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 22 to constitute, and this Section 11.11 22 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 1a(18)(A)(v)(II22, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each U.S. Obligor that is not a Specified Non-U.S. Obligor and each Non-U.S. Obligor that is not a Specified Non-U.S. Obligor, in each case, that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). . (b) Each Non-U.S. Obligor that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Non-U.S. Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Non-U.S. Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Non-U.S. Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Non-U.S. Loan Party with respect to such Swap Obligation as may be needed by such Specified Non-U.S. Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief Laws, and not for any greater amount). (c) The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 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 (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this the Subsidiary Guaranty Agreement and the other Loan Documents in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this Guaranteethe Subsidiary Guaranty Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations (as defined in the Subsidiary Guaranty Agreement) and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Subsidiary Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of the Revolving Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Hedging Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under 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 payment obligations under this the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119.26, or otherwise under this Guaranteethe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 9.26 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the guarantees in respect of Swap Obligations hereunder which are accrued and payable under each Secured Rate Contract have been paid discharged, or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge otherwise released or terminated in accordance with the terms of this Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 9.26 constitute, and this Section 11.11 9.26 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. (i) Section 11.1 of the Credit Agreement is hereby amended by deleting the definitions of “Aggregate Revolving Loan Commitment,” “Applicable Margin,” “Fixed Charge Coverage Ratio,” “Indebtedness,” “Other Permitted Add-backs,” “Required Lenders,” and “Revolving Loan Conversion Date” in their entirety and substituting the following defined terms therefor:

Keepwell. Each If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its Holdings’ obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Holdings intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article V by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article V voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than (x) contingent indemnification obligations as to which no claim has been asserted and (y) obligations and liabilities under Specified Cash Management Obligations Agreements and Obligations arising under any Secured Specified Hedge Agreement), Agreements that are not yet due and no Letter payable and do not become due and payable upon or as a result of Credit remains outstanding (except any Letter the repayment of Credit the Outstanding Amount of which the Obligations related thereto has other Obligations) have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put indefeasibly paid and performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party that would otherwise not constitute an Eligible Contract Participant for any Swap Obligation for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party and each Limited Guarantor, as the case may be, to honor all of its obligations under this Agreement or the Limited Recourse Guaranty of such Limited Guarantor in respect of Swap Obligations (provided, however, that each any Qualified ECP Guarantor shall only be liable under this Section 11.11 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.16, or otherwise under this GuaranteeAgreement, as it relates to such other Loan Party or such Limited Guarantor, 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 11.11 4.16 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the termination of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory this Agreement pursuant to the applicable L/C Issuer has been put in place)its terms. Each Qualified ECP Guarantor intends that this Section 11.11 4.16 constitute, and this Section 11.11 4.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each Limited Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GUARANTORS: BEACON HOLDING INC. By: Name: Title: GUARANTORS: BJME OPERATING CORP., as Guarantor By: Name: Title: BJNH OPERATING CO., LLC, as Guarantor By: Name: Title: NATICK REALTY, INC., as Guarantor By: Name: Title: ADMINISTRATIVE AGENT: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title: BEACON HOLDING INC. BJME OPERATING CORP. BJNH OPERATING CO., LLC NATICK REALTY, INC. SUPPLEMENT NO. dated as of , 20 , to the Term Loan Guaranty Agreement dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”), among BEACON HOLDING INC., a Delaware corporation (“Holdings”), the other Guarantors party thereto from time to time and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent for the Secured Parties. A. Reference is made to the First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “First Lien Credit Agreement”), by, among others, the Borrower, Holdings, the Lenders party thereto from time to time, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and Collateral Agent for the Lenders. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement and the Guaranty, as applicable. C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Term Loans to the Borrower.

Keepwell. Each Without limiting anything in this Article 10, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle 10, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 shall 10.11shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Credit Party Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and (i) contingent indemnification obligations to the extent no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related claim giving rise thereto has been asserted, (ii) Bank Product Debt that, at the time of determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of any document governing such Bank Product Debt, and (iii) the Letters of Credit so long as such Letters of Credit have been cancelled or returned to the Issuing Lender or the Issuing Lender has received Cash Collateralized Collateral (or for which a backstop letter of credit reasonably other collateral satisfactory to the applicable L/C Issuer has been put in placeIssuing Lender) with respect to such Letters of Credit). Each Qualified ECP Guarantor intends that this Section 11.11 10.11 constitute, and this Section 11.11 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 Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents and under any agreement relating to Hedging Obligations or Treasury Management Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 24 or otherwise under this Guarantee, 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 11.11 24 shall remain in full force and effect until all Commitments hereunder the Obligations have terminated, been indefeasibly satisfied and performed in full and all Loans or other Obligations hereunder which are accrued and payable of the Commitments under the Credit Agreement have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 24 constitute, and this Section 11.11 24 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 la(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section 24, “Qualified ECP Guarantor” means in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject to the limitations set forth in Section 1.10, each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a security interest under the Credit Documents, in either case, by any Specified Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4.08, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid in full and the commitments relating thereto have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory terminated. Subject to the applicable L/C Issuer has been put limitations set forth in place). Each Qualified ECP Guarantor Section 1.10, each Credit Party intends that this Section 11.11 4.08 to constitute, and this Section 11.11 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, no Foreign Credit Party shall have any obligation under this Section 4.08 to provide funds or other support to any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary and this Section 4.08 shall not constitute a “keepwell, support, or other agreement” by any Foreign Credit Party for the benefit of any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (Obligations; provided, however, that each in the event that in any action or proceeding involving any state, federal, provincial, territorial or foreign corporate law, or any state, federal, provincial, territorial or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, the obligations of any Qualified ECP Guarantor shall only be liable under this Section 11.11 for 11.24 shall be held or determined to be void, avoidable, invalid or unenforceable (including because of Section 548 of the maximum Bankruptcy Code or any applicable Insolvency Laws or any applicable state, provincial, territorial or federal Law relating to fraudulent conveyances or transfers, preferences or transfers at an undervalue), then, notwithstanding any other provision of this Section 11.24 to the contrary, the amount of such liability that can be hereby incurred without rendering its obligations of such Qualified ECP Guarantor under this Section 11.1111.24 shall, without any further action by any Loan Party, the Administrative Agent or otherwise under this Guaranteeany Secured Party, voidable under applicable Law relating be automatically limited and reduced to fraudulent conveyance or fraudulent transfer, the highest amount that is valid and not for any greater amount)enforceable. The obligations of each Qualified ECP Guarantor under this Section 11.11 11.24 shall remain in full force and effect until all the termination of the Commitments hereunder have terminated, and Dollar Working Capital Facility Uncommitted Tranche Portions and payment in full of the Loans and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 11.24 constitute, and this Section 11.11 11.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Contributing Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty or the other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 11.11 30 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1130, or otherwise under this Guarantee, the Guaranty or the other Loan Documents voidable under applicable Law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 11.11 30 shall remain in full force and effect until all Commitments hereunder have terminateda discharge of the obligations of Guarantor under this Guaranty if such Qualified ECP Contributing Party is Guarantor, and all Loans or of the other Obligations hereunder which are accrued and payable have been paid or satisfied Loan Parties (other than Cash Management Obligations Borrower and Obligations arising Guarantor) under any Secured the Loan Documents to which they are a party if such Qualified ECP Contributing Party is one of such other Loan Parties, or of Borrower under the Term Loan Agreement and the other Loan Documents and the Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit Documents if such Qualified ECP Contributing Party is the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 11.11 30 constitute, and this Section 11.11 30 shall be deemed to constitute, a “keepwell, support, or other agreement” 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 purposes of Section 30 of this Guaranty, the term “Qualified ECP Contributing Party” means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If Guarantor is a Qualified ECP Guarantor hereby jointly and severally Guarantor, it absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guaranty the Credit Agreement in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, voidable under to be avoidable or unenforceable against Guarantor in such proceeding as a result of applicable Law relating to Legal Requirements, including, without limitation, (A) Section 548 of the Bankruptcy Code of the United States and (B) any state fraudulent transfer or fraudulent conveyance act or fraudulent transferstatute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code of the United States or otherwise, 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 all Commitments hereunder the later of (i) the Guaranteed Obligations (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable) shall have terminatedbeen paid, performed and completed in full, and (ii) the Loan, Hedging Obligations and all Loans interests, fees, and other amounts due from the Borrower under the Loan Documents and the Master Agreement or other Obligations hereunder which are accrued and payable documentation in connection with such Hedging Transactions have been paid or satisfied in full (other than Cash Management Obligations contingent indemnification obligations and Obligations arising under any Secured Hedge Agreement), other contingent obligations not yet accrued and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placepayable). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, (i) “Commodity Exchange Act” means 7 U.S.C. §1 et seq., as amended from time to time, and any successor statute and (ii) “Qualified ECP Guarantor” means, at any time, the Guarantor, with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and that can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1116, or otherwise under this GuaranteeGuaranty, 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 11.11 16 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations contingent, unasserted indemnification obligations and Obligations arising obligations and liabilities under any Secured Hedge AgreementTreasury Services Agreements and Swap Contracts not due and payable), and no Letter the expiration or termination of all Letters of Credit remains outstanding (except any Letter other than Letters of Credit the Outstanding Amount of which the Obligations related thereto has been that are Cash Collateralized or for which back-stopped by a backstop letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer has been put in place)Issuer) and the termination of Commitments. Each Qualified ECP Guarantor intends that this Section 11.11 16 constitute, and this Section 11.11 16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Guaranty, a Guarantor shall qualify as a “Qualified ECP Guarantor” with respect to any Swap Obligation, if it has total assets exceeding $10,000,000 at the time its guarantee thereof becomes effective with respect to such Swap Obligation or if such Guarantor otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time this Agreement by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP 122 Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 11.09 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 11.09 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 11.09 to constitute, and this Section 11.11 11.09 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 1a(18)(A)(v)(II11.09, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act.. 123

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Obligations and Obligations arising under any Agreements or Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably arrangements satisfactory to the applicable L/C Issuer has Cash Management Bank or Hedge Bank shall have been put made and (3) Letters of Credit that have been Cash Collateralized) and all the obligations of the Guarantors under this Guaranty shall have been paid in place)full in cash and the Revolving Credit Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article VII voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 7.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)performed in full, the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding (except any Letter shall have expired or been cancelled or cash collateralized in accordance with the terms of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)this Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 7.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (cc) Section 8.01(d) of the Credit Agreement is hereby amended by adding immediately after the phrase “contained in Section”, the following: “3.22(d),” (dd) Section 8.02 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding the foregoing, no payment from any Guarantor shall be used to pay Excluded Swap Obligations of such Guarantor.” (ee) Section 9.09 of the Credit Agreement is hereby amended by adding the following new paragraph to the end thereof: “Each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Borrower and its Affiliates, on the one hand, and the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank and the Lenders, on the other hand, and Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and (iii) none of the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Arranger or any Lender has advised or is currently advising Borrower or any of its Affiliates on other matters).” (ff) Section 10.02(b) of the Credit Agreement is hereby amended by (A) removing the “or” at the end of clause (xv) of such Section 10.02(b), (B) replacing the period at the end of clause (xvi) thereof with “;” and (C) adding, immediately following clause (xvi), new clauses (xvii) and (xviii) thereto, which shall state: “(xvii) extend any Delayed Draw Term Loan Commitment beyond the last day of the Delayed Draw Commitment Period, without the written consent of each Delayed Draw Term Loan Lender; or (xviii) expressly change or waive any condition precedent in Section 4.03 to any Borrowing of Delayed Draw Term Loans, without the written consent of each Delayed Draw Term Loan Lender;” (gg) Section 10.04 of the Credit Agreement is hereby amended by: (i) in clause (d) thereof, adding the following sentence to the end thereof: “No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.”; and (ii) adding the following new clause after clause (g) thereof: “

Keepwell. Each If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its Holdings’ obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Holdings intends that this Section 11.11 14.11 to constitute, and this Section 11.11 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each U.S. Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IX voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Secured Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor U.S. Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. (b) Each Foreign Obligor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party that is a Foreign Subsidiary becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 1a(18)(A)(v)(II) shall remain in full force and effect until the Foreign Subsidiary Secured Obligations have been indefeasibly paid and performed in full. Each Foreign Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party that is a Foreign Subsidiary for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Guaranty by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. As used in this section, “Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 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.. [Signature Pages Follow]

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1119, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Payment in Full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 19 constitute, and this Section 11.11 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer and Secretary By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer and Secretary SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of June 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by [ ] and [ ], (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of June 19, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Jagged Peak Energy LC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, Xxxxx Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it by all requisite corporate, limited liability company or partnership action and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect. SECTION 5. This Supplement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the New Guarantor at the address set forth on the signature page to this Supplement. Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction. SECTION 6. The parties hereto hereby agree that any suit or proceeding arising in respect of this Supplement, or any of the matters contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplement in any court referred to in this Section 6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 7. THE NEW GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 8. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement.

Keepwell. Each Qualified ECP Loan Party at the time the guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Payment In Full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 22 to constitute, and this Section 11.11 22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes hereof, “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22).

Keepwell. Each Loan Party, 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 such Non-Qualifying Party’s obligations under this Guaranty 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 11.11 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.25, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law 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 11.11 12.25 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.25 constitute, and this Section 11.11 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange Act.CEA . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: Name: Title: FUNKO HOLDINGS LLC By: Name: Title: FUNKO, LLC By: Name: Title: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS ASRS HOLDINGS LLC By: Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By : Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: Name: Title: Lender Revolving Loan Commitment Term Loan A Initial Term Loan Amount as of the Amendment No. 1 Effective Date Amendment No. 3 Effective Date First Amendment Term Loan B Commitment Total PNC Bank, National Association $ 50,000,000.00 80,000,000.00 $ 0— $ 0— $ 50,000,000.0080,000,000.00 Cerberus ASRS Funding LLC $ 0— $ 51,886,068.2249,543,413.58 $ 0— $ 51,886,068.2249,543,413.58 Cerberus AUS Levered HoldingsII LP $ 0— $ 5,099,026.017,642,142.55 $ 0— $ 5,099,026.017,642,142.55 Cerberus AUSFSBA Levered II LPLLC $ 0— $ 2,694,272.093,232,594.04 $ 0— $ 2,694,272.093,232,594.04 Cerberus ICQ Levered LLC $ 0— $ 9,322,984.1010,593,381.71 $ 0— $ 9,322,984.1010,593,381.71 Cerberus KRS Levered LLC $ 0— $ 5,150,466.455,780,306.45 $ 0— $ 5,150,466.455,780,306.45 Cerberus Loan Funding XV L.P. $ 0— $ 7,527,259.8112,208,525.04 $ 0— $ 7,527,259.8112,208,525.04 Cerberus Loan Funding XVI LP $ — $ 10,397,176.04 $ — $ 10,397,176.04 Cerberus Loan Funding XVII, Ltd. $ — $ 7,362,905.68 $ — $ 7,362,905.68 Cerberus N-1 Funding LLC $ 0— $ 17,018,550.4118,469,780.73 $ 0— $ 17,018,550.4118,469,780.73 Cerberus Onshore Levered III LLC $ — $ 7,994,359.75 $ — $ 7,994,359.75 Cerberus PSERS Levered LLC $ 0— $ 22,195,192.5014,742,560.95 $ 0— $ 22,195,192.5014,742,560.95 Cerberus SWC Levered, L.P. LP $ 0— $ 11,560,466.1311,336,244.19 $ 0— $ 11,560,466.1311,336,244.19 Cerberus ICQ Levered Loan Opportunities Fund III, L.P. $ 0— $ 0— $ 9,158,902.435,301,932.79 $ 9,158,902.435,301,932.79 Cerberus NJ Credit KRS Levered Loan Opportunities Fund, L.P. $ 0— $ 0— $ 2,040,800.06776,097.23 $ 2,040,800.06776,097.23 Cerberus ASRS Holdings LLC $ 0 $ 0 $ 6,904,511.10 $ 6,904,511.10 Cerberus ICQ Levered Loan Opportunities Fund III, L.P. $ 0— $ 0— $ 7,193,073.079,060,382.94 $ 7,193,073.079,060,382.94 Cerberus KRS Levered Loan NJ Credit Opportunities Fund, L.P. $ 0— $ 0— $ 836,037.341,886,550.89 $ 836,037.341,886,550.89 Cerberus PSERS Levered Loan Opportunities Fund, L.P. $ 0— $ 0— $ 3,866,676.004,765,255.40 $ 3,866,676.004,765,255.40 Fortress Credit Opportunities III CLO LP $ 0 — $ 10,745,877.29 15,440,476.87 $ 5,000,000.006,361,685.67 $ 15,745,877.2921,802,162.54 Fortress Credit Opportunities V CLO Limited $ 0— $ 9,811,428.5818,446,570.02 $ 9,000,000.002,000,000.00 $ 18,811,428.58 20,446,570.02 Fortress Credit Opportunities VII CLO Limited $ 0— $ 9,811,428.5815,504,756.74 $ 6,000,000.005,000,000.00 $ 15,811,428.58 20,504,756.74 Fortress Credit Opportunities VI CLO Limited $ 0— $ 4,952,408.434,856,353.60 $ 0— $ 4,952,408.434,856,353.60 Fortress Credit FundingFund V LP $ 0— $ 3,924,571.403,848,452.06 $ 0— $ 3,924,571.403,848,452.06 TotalsTotal $ 50,000,000.0080,000,000.00 $ 171,700,000.00217,400,000.00 $ 50,000,00050,000,000.00 $ 271,700,000.00267,400,000.00 1. Security Agreement 2. Trademark Security Agreement

Keepwell. Each Guarantor that is a Qualified ECP Guarantor (as defined below) at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article 27 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower shall, and shall cause each Qualified ECP Guarantor hereby Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty the Loan Documents in respect of any Secured Swap Obligations Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 12.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.18, or otherwise under this Guaranteeany Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 12.18 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied the occurrence of each of the following: (a) the Indebtedness (other than Cash Management Obligations (i) indemnity obligations not yet due and Obligations payable of which the Borrower has not received a notice of potential claim and (ii) obligations arising under any a Secured Hedge Swap Agreement not yet due and payable) are irrevocably and indefeasibly paid in full in cash (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under this Agreement), and (b) no Letter of Credit remains shall be outstanding (except any Letter other than Letters of Credit the Outstanding Amount of as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the applicable L/C Issuer Administrative Agent and the Issuing Bank have been made), (c) this Agreement and the Commitments are terminated and (d) all Swap Agreements secured hereby are either novated, terminated and paid in full or the Borrower or Guarantor party thereto has been put in place)collateralized its obligations under such Swap Agreement to the satisfaction of the counterparty to such Swap Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 constitute12.18 constitutes, and this Section 11.11 12.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.Act.105

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1119, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Payment in Full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 19 constitute, and this Section 11.11 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. By: Name: Title: SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Berry Petroleum Company, LLC and Berry Petroleum Corporation, (the “Guarantors”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and Wells Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Affiliates of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Affilaite of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.

Keepwell. Each Guaranteed Party that is a Qualified ECP Guarantor (as defined below) at the time the Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 27 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 27 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 27 to constitute, and this Section 11.11 27 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. A “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Guaranteed Cash Management Obligations Agreements and Obligations arising under any Secured Guaranteed Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer has shall have been put made or that have been Cash Collateralized in place)the amount of the Minimum Collateral Amount) have been paid and performed in full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 4.08 to constitute, and this Section 11.11 4.08 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 (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 obligations under this Guaranty Guarantee Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1126, or otherwise under this GuaranteeGuarantee 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 11.11 26 shall remain in full force and effect until payment in full in cash of all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations contingent indemnity obligations that are not due and Obligations arising under payable, any Secured Hedge Agreement), Bank Products Obligations or any obligations under Designated Credit Lines and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized or for as to which a backstop letter of credit reasonably other arrangements reasonable satisfactory to the Agent and the applicable L/C Issuer has have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 26 constitute, and this Section 11.11 26 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. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each (a) The Borrower and each Restricted Subsidiary that is a Qualified ECP Guarantor Credit Party hereby jointly and severally guarantees the payment and performance of all Obligations of the Borrower and each Restricted Subsidiary (other than the Borrower or such Restricted Subsidiary, as applicable) and 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 Benefiting Restricted Person in order for such Benefiting Restricted Person to honor all of its obligations under this Guaranty in any Security Document including obligations with respect of Swap Obligations to Secured Hedging Contracts (provided, however, that each Qualified ECP Guarantor the Borrower or a Restricted Subsidiary shall only be liable under this Section 11.11 6.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.22, or otherwise under this GuaranteeAgreement or any Loan Document, as it relates to such Benefiting Restricted Person, 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 the Borrower and the Restricted Subsidiaries under this Section 11.11 6.22 shall remain in full force and effect until all Commitments hereunder have terminatedObligations are paid in full to the Lenders, the Administrative Agent and all Issuers, and all Loans or of the Lenders’ Commitments are terminated. The Borrower and the other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends Restricted Subsidiaries intend that this Section 11.11 6.22 constitute, and this Section 11.11 6.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Benefiting Restricted Person for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by the Borrower or any Restricted Subsidiary, or secured by the grant of any Lien by the Borrower any Restricted Subsidiary under any Security Instrument, shall exclude all Excluded Obligations in respect of a Hedging Contract with respect to the Borrower or such Restricted Subsidiary.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the guaranty provided in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid and performed in full and the commitments relating thereto have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations and a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Keepwell. Each Qualified ECP Eligible Contract Participant Guarantor (as defined below) at the time the guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Eligible Contract Participant Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put Payment in place)Full. Each Qualified ECP Eligible Contract Participant Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof (i) “Qualified Eligible Contract Participant Guarantor” shall mean, at any time, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and (ii) “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22).

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all of the Guaranteed Obligations and all the obligations of the Guarantors (other than, in each case contingent obligations not then due) shall have been paid in full in cash, the Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Letters of Credit remains outstanding terminated or expired (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeCollateralized). Each Qualified ECP Guarantor intends that this Section 11.11 2.12 constitute, and this Section 11.11 2.12 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each U.S. Obligor that is not a Specified Non-U.S. Obligor and each Non-U.S. Obligor that is not a Specified Non-U.S. Obligor, in each case, that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief Laws, and not for any greater amount). (b) Each Non-U.S. Obligor that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Non-U.S. Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Non-U.S. Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Non-U.S. Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Non-U.S. Loan Party with respect to such Swap Obligation as may be needed by such Specified Non-U.S. Loan Party from time to time to honor all of its obligations under this Section 11.11the Loan Documents in respect of such Swap Obligation (but, or otherwise in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Guarantee, Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). CHAR1\1976173v4 (c) The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 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 Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party in order for such Loan Party to honor all of its guaranty obligations under this Guaranty Agreement, or other Loan Documents, in each case, in respect of Swap Obligations of a Loan Party (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 10.17 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.17 [Keepwell], or otherwise under this GuaranteeAgreement or any Loan Document, as it relates to such other Loan Parties, 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 Loan Party under this Section 11.11 10.17 [Keepwell] shall remain in full force and effect until performance in full of all Commitments hereunder have terminatedLender Provided Interest Rate Xxxxxx entered into from time to time by any Loan Party prior to the date on which all Obligations are paid in full to the Lenders, the Administrative Agent, and all Loans or other Obligations hereunder which of the Lenders’ Commitments are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each The Qualified ECP Guarantor intends Loan Parties intend that this Section 11.11 constitute10.17 [Keepwell] constitutes, and this Section 11.11 10.17 [Keepwell] 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. Notwithstanding the provisions of this Section 10.17, this Section 10.17 does not constitute and shall not be construed as a guaranty by any Loan Party hereto, or an undertaking by any Loan Party with respect to, any obligation which Allegheny Technologies Incorporated may have under this Section 10.17. 10. Schedule 1.1(A) to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Schedule 1.1(A) attached hereto. 11. The provisions of Sections 2 through 10 of this Sixth Amendment shall not become effective until the Administrative Agent has received the following items, each in form and substance acceptable to the Administrative Agent and its counsel: (a) this Sixth Amendment, duly executed by each of the Loan Parties and the Lenders; (b) payment of all fees and expenses owed to the Lenders, the Administrative Agent, and the Administrative Agent’s counsel in connection with this Sixth Amendment and the Credit Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into between the Borrowers and the Administrative Agent in connection herewith); and (c) such other documents as may be reasonably requested by the Administrative Agent. 12. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement. 13. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreements, hereby continues to secure the Obligations. 14. Each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that (i) such Loan Party has the legal power and authority to execute and deliver this Sixth Amendment, (ii) the officers of such Loan Party executing this Sixth Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and of the Credit Agreement and all documents executed or to be executed in connection herewith or therewith, do not violate or conflict with the organizational agreements of such Loan Party or any law applicable to such Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Loan Party, and (iv) this Sixth Amendment, the Credit Agreement and the documents executed or to be executed by such Loan Party in connection herewith or therewith constitute legal, valid and binding obligations of such Loan Party in every respect, enforceable in accordance with their respective terms. 15. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Sixth Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified or updated in writing in accordance with the Credit Agreement, and (iii) it presently has no known claims or actions of any kind at law or in equity against any Lender or the Administrative Agent arising out of or in any way relating to the Credit Agreement or the other Loan Documents. 16. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 17. The agreements contained in this Sixth Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Sixth Amendment amends the Credit Agreement and is not a novation thereof. 18. This Sixth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. 19. This Sixth Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or mentioning this Sixth Amendment.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to guaranty and otherwise honor all of its payment obligations under this the Guaranty in respect of Swap Obligations (as defined in the Credit Agreement) under any Secured Rate Contract (as defined in the Credit Agreement) (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this Guaranteethe Loan Documents (as defined in the Credit Agreement), voidable under applicable Requirements of Law (as defined in the Credit Agreement) relating to voidable transfers, fraudulent conveyance conveyances, or fraudulent transfertransfers, 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 all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter payment in full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Liabilities. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used in this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation under a Secured Rate Contract, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Swap Obligation under a Secured Rate Contract or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty 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 11.11 2.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.08, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.05, the obligations of each Qualified ECP Guarantor under this Section 11.11 2.08 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Credit Parties shall have been paid in full in cash, all Commitments have been terminated and all Letters of Credit have expired or satisfied (been terminated other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter which have been cash collateralized in accordance with the terms of the Credit the Outstanding Amount of Agreement or as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer has Issuing Bank have been put in place)made. Each Qualified ECP Guarantor intends that this Section 11.11 2.08 constitute, and this Section 11.11 2.08 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section 2.08, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time its guarantee under this Guaranty becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 26 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 26 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 26 to constitute, and this Section 11.11 26 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” shall mean, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.. 145543382_3

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Guarantor”) or the grant of a security interest under the Loan Documents by any such Specified Guarantor, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or such time as the Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Revolving Commitment has expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (t) A new clause (d) is added to Section 5.02 of the Credit Agreement to read as follows:

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of any guarantee of or obligation of such other Guarantor to pay or perform under any Secured Hedge Agreement that constitutes a Swap Obligations (Obligation; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1113, or otherwise under this GuaranteeGuaranty, 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 11.11 13 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Guaranty shall have been paid or satisfied in full in cash (other than contingent indemnification or other contingent obligations and obligations and liabilities under Secured Cash Management Obligations Agreements and Obligations arising under any Secured Hedge AgreementAgreements, in each case, as to which no claim has been asserted), and no Letter the expiration or termination of all Letters of Credit remains outstanding (except any Letter other than Letters of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized Collateralized) and the expiration or for which a backstop letter termination of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Aggregate Commitments. Each Qualified ECP Guarantor intends that this Section 11.11 13 constitute, and this Section 11.11 13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Borrower Party to honor all of its obligations under this Guaranty 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 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Bankruptcy Laws 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 all Commitments hereunder have terminated, and all Loans or of the Credit Agreement Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations not then due) shall have been paid in full in cash, all Letters of Credit have been terminated or satisfied expired (other than or been Cash Management Obligations and Obligations arising under any Secured Hedge AgreementCollateralized), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Borrower Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding the foregoing, no Foreign Borrower or Foreign Borrower Subsidiary shall have any obligation under this Section 12.23 to provide funds or other support as may be needed from time to time by any Borrower Party that is a U.S. Person to honor any of such U.S. Person’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations.

Keepwell. (a) Each Qualified ECP U.S. Obligations Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other U.S. Loan Party and each U.S. Restricted Subsidiary that has executed a Guarantee, as the case may be, to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP U.S. Obligations Guarantor shall only be liable under this Section 11.11 4.16(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.16(a), or otherwise under this Agreement, as it relates to such other U.S. Loan Party or U.S. Restricted Subsidiary that has executed a 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 U.S. Obligations Guarantor under this Section 11.11 4.16(a) shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the termination of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory this Agreement pursuant to the applicable L/C Issuer has been put in placeSection 4.12(a). Each Qualified ECP U.S. Obligations Guarantor intends that this Section 11.11 4.16(a) constitute, and this Section 11.11 4.16(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each other Restricted Subsidiary that has executed a Guarantee for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Each Qualified ECP English Obligations 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 English Loan Party and each English Restricted Subsidiary that has executed a Guarantee, as the case may be, to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP English Obligations Guarantor shall only be liable under this Section 4.16(b) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.16(b), or otherwise under this Agreement, as it relates to such other English Loan Party or English Restricted Subsidiary that has executed a Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP English Obligations Guarantor under this Section 4.16(b) shall remain in full force and effect until the termination of this Agreement pursuant to Section 4.12(a). Each Qualified ECP English Obligations Guarantor intends that this Section 4.16(b) constitute, and this Section 4.16(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each other Restricted Subsidiary that has executed a Guarantee for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Contributing Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty or the other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 11.11 30 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1130, or otherwise under this Guarantee, the Guaranty or the other Loan Documents voidable under applicable Law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 11.11 30 shall remain in full force and effect until all Commitments hereunder have terminateda discharge of the obligations of Guarantor under this Guaranty if such Qualified ECP Contributing Party is Guarantor, and all Loans or of the other Obligations hereunder which are accrued and payable have been paid or satisfied Loan Parties (other than Cash Management Obligations Borrower and Obligations arising Guarantor) under any Secured the Loan Documents to which they are a party if such Qualified ECP Contributing Party is one of such other Loan Parties, or of Borrower under the Term Loan Agreement and the other Loan Documents and the Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit Documents if such Qualified ECP Contributing Party is the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 11.11 30 constitute, and this Section 11.11 30 shall be deemed to constitute, a “keepwell, support, or other agreement” 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 purposes of Section 30 of this Guaranty, the term "Qualified ECP Contributing Party" means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 109306584\V-7

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1119, or otherwise under this GuaranteeAgreement, 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 11.11 19 shall remain in full force and effect until all Commitments hereunder have terminated, the payment in full and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter discharge of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 19 constitute, and this Section 11.11 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: The undersigned, Palantir Technologies Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of October 7, 2014 (as amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (i) The Proposed Borrowing will be a Borrowing of [Term][Revolving] Loans. (ii) The Business Day of the Proposed Borrowing is ____________, 20____.1 (iii) The aggregate principal amount of the Proposed Borrowing is [________].2 (iv) The Proposed Borrowing is to consist of [ABR Loans] [SOFR Loans]. (v) [The initial Interest Period for the Proposed Borrowing is [one/three/six/twelve months][insert period less than one month].]3 (vi) The location and number of the account or accounts to which funds are to be disbursed is as follows: 1 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three U.S. Government Securities Business Days in the case of SOFR Loans, in each case, after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) in the case of ABR Loans or before 12:00 noon (New York City time) in the case of SOFR Loans, on such day. 2 Such amounts to be stated in Dollars.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1119, or otherwise under this GuaranteeGuaranty, 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Payment in Full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 19 constitute, and this Section 11.11 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTOR: By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Vice President and Chief Financial Officer SUPPLEMENT NO. ____ dated as of ______________(the “Supplement”), to the Guaranty Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Xxxxx Petroleum Company, LLC and Xxxxx Petroleum Corporation, (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Xxxxx Petroleum Corporation, a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and Xxxxx Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Affiliates of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Affilaite of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor hereby Loan Party, jointly and severally absolutelyseverally, 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 such Non-Qualifying Party’s obligations under this Guaranty Agreement or any Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 8.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.23, or otherwise under this GuaranteeAgreement or any Loan Document, voidable under applicable Law 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 11.11 8.23 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 8.23 constitute, and this Section 11.11 8.23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA. Notwithstanding anything to the contrary contained herein, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its guaranty (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to the Debt otherwise set forth herein.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider (as defined below) hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 11.11 12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112, or otherwise under this Guaranteeguarantee, 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 Keepwell Provider under this Section 11.11 12 shall remain in full force and effect until the expiration or termination of the Commitments and until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied obligations of the Borrowers under the Loan Documents (other than Cash Management Obligations any contingent indemnification or similar obligations not yet due and Obligations arising under payable) are paid in full and all Letters of Credit (other than any Secured Hedge Agreement), and no Supported Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has Credit) have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 12 constitute, and this Section 11.11 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes hereof, “Qualified Keepwell Provider” means, in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party, 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 such Non-Qualifying Party's obligations under this Guaranty 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 11.11 12.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.24, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law 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 11.11 12.24 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.24 constitute, and this Section 11.11 12.24 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1(a)(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding any provision hereof or in any Loan Document to the contrary, in the event that any Guarantor is not an "eligible contract participant" as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, at the time (i) any Swap Obligation is undertaken or (ii) such Guarantor becomes a Guarantor, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such Swap Obligation and (y) in the case of clause (ii) above, any transactions outstanding under any Swap Obligation as of such date such Guarantor becomes a Guarantor hereunder.

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 Guarantor to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 12.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XII voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 12.8 constitute, and this Section 11.11 12.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The parties hereto have caused this Agreement to be executed by their duly authorized officers, all as of the day and year first written above. By: /s/ Xxxx X. X’Xxxxx Name: Xxxx X. X’Xxxxx Title: Group Vice President and Chief Financial Officer By: DCP Midstream GP, LP, its General Partner By: DCP Midstream GP, LLC, its General Partner By: /s/ Xxxx X. X’Xxxxx Name: Xxxx X. X’Xxxxx Title: Group Vice President and Chief Financial Officer MIZUHO BANK, LTD., as the Administrative Agent, the Swingline Lender, an Issuing Lender and a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory JPMORGAN CHASE BANK, N.A., as an Issuing Lender and a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Officer BANK OF AMERICA, N.A., as an Issuing Lender and a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as an Issuing Lender and a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CITIBANK, N.A., as an Issuing Lender and a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President MUFG BANK, LTD., as an Issuing Lender and a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory ROYAL BANK OF CANADA, as an Issuing Lender and a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory TRUIST BANK, as an Issuing Lender and a Lender By: /s/ Lincoln XxXxxx Name: Lincoln XxXxxx Title: Vice President THE TORONTO DOMINION BANK, NEW YORK BRANCH, as an Issuing Lender and a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory XXXXX FARGO BANK, N.A., as an Issuing Lender and a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director PNC BANK, NATIONAL ASSOCIATION, as an Issuing Lender and a Lender By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President COBANK, ACB, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Assistant Corporate Secretary REGIONS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President The undersigned Departing Lender has caused this Agreement to be executed by its duly authorized officer, all as of the day and year first written above, solely for purposes of Section 11.23 of this Agreement. BANK HAPOALIM B.M., as a Departing Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: FVP By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: SVP FOR VALUE RECEIVED, the undersigned, DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), promises to pay to [_____] or its registered assigns (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that certain Third Amended and Restated Credit Agreement, dated as of March 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The unpaid principal amount of this Revolving Credit Note from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 4.1 of the Credit Agreement. All payments of principal and interest on this Revolving Credit Note shall be payable in lawful currency of the United States in immediately available funds to the account designated in the Credit Agreement. This Revolving Credit Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note. The undersigned has executed this Revolving Credit Note as of the day and year first above written. By: Name: Title: FOR VALUE RECEIVED, the undersigned, DCP MIDSTREAM OPERATING, LP, a Delaware limited partnership (the “Borrower”), promises to pay to MIZUHO BANK, LTD. or its registered assigns (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal amount of all Swingline Loans made by the Lender from time to time pursuant to that certain Third Amended and Restated Credit Agreement, dated as of March 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the Borrower, the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The unpaid principal amount of this Swingline Note from time to time outstanding is subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 4.1 of the Credit Agreement. Swingline Loans refunded as Revolving Credit Loans in accordance with Section 2.2(b) of the Credit Agreement shall be payable by the Borrower as Revolving Credit Loans pursuant to the Revolving Credit Notes, and shall not be payable, under this Swingline Note as Swingline Loans. All payments of principal and interest on this Swingline Note shall be payable in lawful currency of the United States in immediately available funds to the account designated in the Credit Agreement. This Swingline Note is entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Swingline Note and on which such Obligations may be declared to be immediately due and payable. THIS SWINGLINE NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Swingline Note. The undersigned has executed this Swingline Note as of the day and year first above written. By: Name: Title: Mizuho Bank, Ltd., as Administrative Agent Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000-0000 Attention of: Xxxx Xxxxxx Telephone No.: (000) 000-0000 E-mail: xxx_xxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: This irrevocable Notice of Borrowing is delivered to you pursuant to Section 2.3 of the Third Amended and Restated Credit Agreement dated as of March 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Borrower hereby requests that the [Lenders] [Swingline Lender] make [a Revolving Credit Loan] [a Swingline Loan] to the Borrower in the aggregate principal amount of $__________. (Complete with an amount in accordance with Section 2.3 of the Credit Agreement.) The Borrower hereby requests that such Loan be made on: ________________. (Complete with a Business Day in accordance with Section 2.3 of the Credit Agreement for Revolving Credit Loans or Swingline Loans). The interest rate option applicable to the requested Loans shall be the following, plus the Applicable Margin1: the Base Rate the Adjusted Term SOFR for an Interest Period of: ___one month ___three months 1 Complete with (i) the Base Rate or the Adjusted Term SOFR for Revolving Credit Loans, or (ii) the Base Rate or Adjusted Term SOFR for a one month tenor for Swingline Loans. The aggregate principal amount of all Loans and L/C Obligations outstanding as of the date hereof (including the Loan requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement. All of the conditions applicable to the Loan requested herein as set forth in the Credit Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Loan. The undersigned has executed this Notice of Borrowing as of the day and year first written above. By: Name: Title: Mizuho Bank, Ltd., as Administrative Agent Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000-0000 Attention of: Xxxx Xxxxxx Telephone No.: (000) 000-0000 E-mail: xxx_xxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: This Notice of Account Designation is delivered to you pursuant to Section 2.3(b) of the Third Amended and Restated Credit Agreement dated as of March 18, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among DCP Midstream Operating, LP, a Delaware limited partnership (the “Borrower”), the Guarantors party thereto, DCP Midstream, LP, a Delaware limited partnership, as Parent, the Lenders party thereto and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s): ABA Routing Number:

Keepwell. Each To the extent that the Guarantor is a Qualified ECP Guarantor, the Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligations as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty, any other Guaranty (as defined in the Credit Agreement) to which it is a party and the other Loan Documents in respect of such Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its the Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP the Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied and performed in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent indemnification or expense reimbursement obligations for which no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto claim has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placemade). Each Qualified ECP The Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 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.” (d) Each Domestic Guarantor and the Administrative Agent hereby agrees that the Domestic Subsidiary Guaranty is hereby amended as follows: (i) The Domestic Subsidiary Guaranty is hereby amended by adding the following paragraphs and definitions as a new paragraph immediately following the end of Section 1 thereof: “As used in this Guaranty, the following terms have the meanings specified below:

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Loan Guaranty or the grant of any security interest or other Lien under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally with each other Loan Party that is a Qualified ECP Guarantor at such time, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this its Loan Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s or such Qualified ECP Guarantor’s respective obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 5.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of Borrower and each Qualified ECP Guarantor under this Section 11.11 5.20 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Secured Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), performed in full. Borrower and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each each Qualified ECP Guarantor intends that this Section 11.11 5.20 to constitute, and this Section 11.11 5.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The Borrower shall cause each Loan Party that is a Qualified ECP Guarantor at the time of determination to comply with the Section 5.20.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest or lien under any Loan Document, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 24 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 24, (a) “Qualified ECP Guarantor” shall mean, at any time, each Loan Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange ActAct and (b) “Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 24). Section 25. GOVERNING LAW; JURISDICTION; ETC.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider (as defined below) hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 11.11 12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112, or otherwise under this Guaranteeguarantee, 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 Keepwell Provider under this Section 11.11 12 shall remain in full force and effect until the expiration or termination of the Commitments and until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied obligations of the Borrowers under the Loan Documents (other than Cash Management Obligations any contingent indemnification or similar obligations not yet due and Obligations arising under payable) are paid in full and all Letters of Credit (other than any Secured Hedge Agreement), and no Supported Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has Credit) have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 12 constitute, and this Section 11.11 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 section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes hereof, “Qualified Keepwell Provider” means, in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Americas 90346382 (2K) Americas 90346382 (2K)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this 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 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C -156 Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 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.. [Signature Pages Follow]

Keepwell. Each Guarantor that is a Qualified ECP Guarantor hereby hereby, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligations as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty, any other Guaranty (as defined in the Credit Agreement) to which it is a party and the other Loan Documents in respect of such Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, Guaranty or otherwise under this Guarantee, any other Guaranty (as defined in the Credit Agreement) to which it is a party voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied and performed in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent indemnification or expense reimbursement obligations for which no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto claim has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 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.” (e) This Reaffirmation is a Loan Document and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement. (f) This Reaffirmation shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assigns. (g) This Reaffirmation may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. (h) This Reaffirmation represents the agreement of the Loan Parties, the Administrative Agent and each of the Lenders (through the Lenders’ execution of the Credit Agreement and approval of the form of this Reaffirmation attached thereto) with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. (i) This Reaffirmation shall be governed by, and construed in accordance with, the laws of the State of New York. (j) The terms of Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.15 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein as though set forth in full.

Keepwell. Each Credit Agreement Party that is a Qualified ECP Guarantor (as defined below) at the time the Credit Agreement Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Credit Agreement Party Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Agreement Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. A “Specified Credit Party” shall mean any Credit Agreement Party that is not “an eligible contract participant” under the Commodity Exchange Act (determined after giving effect to this Section 14.11).

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1122, or otherwise under this GuaranteeGuaranty, 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 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising the Commitments and all Facility LCs issued under any Secured Hedge Agreement)the Credit Agreement shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit all Facility LCs, are fully collateralized on terms reasonably satisfactory acceptable to the applicable L/C Issuer has been put in place)Administrative Agent. Each Qualified ECP Guarantor intends that this Section 11.11 22 constitute, and this Section 11.11 22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Guarantee Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1126, or otherwise under this GuaranteeGuarantee 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 11.11 26 shall remain in full force and effect until payment in full in cash of all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations contingent indemnity obligations that are not due and Obligations arising under payable, obligations and liabilities in respect of any Secured Hedge Agreement), Bank Products or Designated Credit Lines and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized or for as to which a backstop letter of credit reasonably other arrangements reasonable satisfactory to the Agent and the applicable L/C Issuer has have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 26 constitute, and this Section 11.11 26 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.. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. | NY 6155434.5|| NY\6158255.3 | NY 6155434.5||

Keepwell. Each U.S. Grantor that is a Qualified ECP Guarantor at the time the Guaranty under the Loan Documents by any Grantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under this Agreement by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its Guaranty voidable under applicable Debtor Relief Laws, and not for any greater amount). Each Offshore Grantor that is a Qualified ECP Guarantor at the time the Guaranty under the Loan Documents by any other Offshore Grantor that is either a direct or indirect parent of, or Subsidiary of, such Offshore Grantor but is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Offshore Loan Party”) or the grant of a security interest under this Agreement by any such Specified Offshore Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Offshore Loan Party with respect to such Swap Obligation as may be needed by such Specified Offshore Loan Party from time to time to honor all of its obligations under this Section 11.11the Loan Documents in respect of such Swap Obligation (but, or otherwise in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Guarantee, it Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Grantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party or Specified Offshore Loan Party, as applicable, 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 such Non‑Qualifying Party’s obligations under this Guaranty 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 11.11 8.1.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.1.10, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law 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 11.11 8.1.10 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 8.1.10 constitute, and this Section 11.11 8.1.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA. 11. Anti-Terrorism Laws. (a) No Covered Entity will become a Sanctioned Person, (b) no Covered Entity, either in its own right or through any third party, will (A) have any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (B) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (C) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (D) use the Loans to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law, (c) the funds used to repay the Obligations will not be derived from any unlawful activity, (d) each Covered Entity shall comply with all Anti-Terrorism Laws, and (e) the Borrower shall promptly notify the Administrative Agent in writing upon the occurrence of a Reportable Compliance Event.

Keepwell. Each Borrower that is a Qualified ECP Guarantor Guarantor, at the time this Agreement or a Subsidiary Guaranty Agreement entered into by any Specified Loan Party becomes effective with regard to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this the Loan Documents (including the Subsidiary Guaranty Agreements) to which it is a party in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 10.20 voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Borrower that is a Qualified ECP Guarantor under this Section 11.11 10.20 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Borrower intends that this Section 11.11 10.20 to constitute, and this Section 11.11 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this any Guaranty in respect of any Swap Obligations Obligation (as defined in Exhibit A) (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.115, or otherwise under this Guaranteeany 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 11.11 5 shall remain in full force and effect until the date upon which the all Commitments hereunder under the Credit Agreement have terminatedbeen terminated and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or cash collateralized on terms acceptable to the Issuing Lender or other arrangements acceptable to the Issuing Lender have been made pursuant to which the Issuing Lender has agreed such Letters of Credit are no longer outstanding for purposes of the Credit Agreement, and all Loans or other Obligations hereunder which are accrued then due and payable have been paid or satisfied in full (other than (x) contingent obligations not yet due and payable and (y) Cash Management Obligations and or Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeAgreements). Each Qualified ECP Guarantor intends that this Section 11.11 5 constitute, and this Section 11.11 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 section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct (as defined in Exhibit A).

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Applicable Insolvency Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 20 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 20 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 20 to constitute, and this Section 11.11 20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes hereof, (a) “Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act, and (b) “Specified Loan Party” means any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 20). Bank of America, N.A., as Administrative Agent 0000 Xxxxxxxxxxx Xx., Building C Mail Code: TX2-984-03-26 Richardson, TX 75082 Attn: Xxxxxxx Xxxxx Phone: (000) 000-0000 Fascimile: (000) 000-0000 Email: xxxxxxx.xxxxx@xxxx.xxx Second Amended and Restated Credit Agreement dated as of October 31, 2022 among Methode Electronics, Inc., a Delaware corporation (the “Company”), Ladies and Gentlemen: Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Keepwell. Each Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest hereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligations as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations under this Section 11.11, or otherwise under this Guarantee, 22 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Guaranty Termination. Each Qualified ECP Guarantor intends that this Section 11.11 22 constitute, and this Section 11.11 22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.12, or otherwise under this GuaranteeGuaranty, 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 11.11 11.12 shall remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements and no Letter Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of Credit remains outstanding (except any Letter all Letters of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Credit. Each Qualified ECP Guarantor intends that this Section 11.11 11.12 constitute, and this Section 11.11 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 11.13 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 210 1002217597 1001820109v3

Keepwell. Each Loan Party with total assets exceeding $10,000,000 or that qualifies as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under §1a(18)(A)(v)(II) of the Commodity Exchange Act (“Qualified ECP Guarantor Guarantor”) at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 18 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, 16 92806623_4 or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section §1a(18)(A)(v)(II) of the Commodity Exchange Act.. As used herein, 92806623_4

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan ADVA Credit Party to honor all of its obligations under this Guaranty 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 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.11, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all the Payment in Full of the Guaranteed Obligations by the German Borrower (or by any ADVA Subsidiary Guarantor or ADVA Subsidiary Guarantors following the exercise of remedies pursuant to Section 10.2 of the Credit Agreement) and the termination of the Revolving Credit Commitments hereunder have terminated, and all Loans under the German Borrower Sublimit pursuant to Section 2.5(a) of the Credit Agreement (or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge pursuant to Section 10.2(a) of the Credit Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan ADVA Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each ADVA Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower's obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 10.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provisions of this Section 10.20 are not intended to, and shall not, confer any rights, claims, actions or remedies upon any Person other than the Secured Parties. [Remainder of page intentionally left blank; signature pages follow.] 56809737_4 Financial Statement Date: , 20__ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of February 13, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Cabot Microelectronics Corporation, a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period, a Default has occurred and is continuing, and 4. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations other than Excluded Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than (1) contingent indemnification and reimbursement obligations, (2) obligations and liabilities under Secured Cash Management Obligations and Obligations arising under any Agreements or Secured Hedge Agreement), Agreements that are not then due and no Letter payable and (3) Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have either been Cash Collateralized or for as to which a backstop letter of credit reasonably arrangements satisfactory to the applicable L/C Issuer has Issuing Lender have been put made) shall have been paid in place)full in cash and the Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “"keepwell, support, 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. For purposes of this Section, "Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party, 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 such Non-Qualifying Party’s obligations under this Guaranty 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 11.11 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.25, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law 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 11.11 12.25 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.25 constitute, and this Section 11.11 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange Act.CEA. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: Name: Title: FUNKO HOLDINGS LLC By: Name: Title: FUNKO, LLC By: Name: Title: COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS ASRS HOLDINGS LLC By: Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: Name: Title LENDERS AND LENDERS’ COMMITMENTS1 Lender Revolving Loan Commitment Term Loan A Amount Outstanding as of the Amendment No. 67 Effective Date Term Loan B Amount Outstanding as of the Amendment No. 67 Effective Date Total PNC Bank, National Association $ 100,000,000.00 — — $ 100,000,000.00 Cerberus ASRS Funding LLC — $ 50,986,885.7549,180,307.82 $ 5,133,452.76 — $ 56,120,338.5149,180,307.82 Cerberus AUS Levered Holdings LP — $ 579,499.684 61,443.56 $ 584,540.90 — $ 1,164,040.58461,443.56 Cerberus AUS Levered II LP — $ 7,421,827.097,758,321.63 — $ 7,421,827.097,758,321.63 Cerberus FSBAICQ Levered LLC — $ 3,352,322.948,959,447.46 $ 3,090,176.33 — $ 6,442,499.278,959,447.46 Cerberus ICQ Offshore Levered LLCLP — $ 9,051,630.921,363,711.84 $ 2,387,979.67 — $ 11,439,610.591,363,711.84 Cerberus ICQ Levered Loan Opportunities Fund,Funding XV L.P. — -$ 11,735,815.85 $ 1,363,430.14 — $ 1,363,430.1411,735,815.85 Cerberus ICQ Offshore Levered X.X.Xxxx Funding XVI LP — $ 1,085,158.139,994,601.56 $ 772,684.05 — $ 1,857,842.189,994,601.56 Cerberus KRS Levered LLCLoan Funding XVII, Ltd. — $ 5,870,862.737,077,816.94 $ 549,131.60 — $ 6,419,994.337,077,816.94 Cerberus Loan Funding XVXVIII L.P. — $ 11,856,565.276,126,610.62 — $ 11,856,565.276,126,610.62 Cerberus Loan Funding XVI LPXIX L.P. — $ 10,097,435.686,714,461.04 — $ 10,097,435.686,714,461.04 Cerberus Loan Funding XVII, LtdXX L.P. — $ 7,150,640.365,683,912.85 $ 2,282,216.97 — $ 9,432,857.335,683,912.85

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (o) Section 8.01(a) of the Credit Agreement is hereby amended by deleting the words “; provided that any Debt under Section 2.01(b) shall be incurred under clause (i) below”. (p) Section 8.01(i) of the Credit Agreement is hereby amended by replacing it with the following: “(x) Debt under Secured Hedge Agreements or Secured Cash Management Agreements in an aggregate amount not to exceed $100,000,000 at any time or (y) Debt (secured or unsecured) at Subsidiaries that are not Guarantors, so long as all Debt outstanding pursuant to this clause (i) shall not exceed $400,000,000 in the aggregate at any time”. (q) Section 8.06(u) of the Credit Agreement is hereby amended by deleting the words “so long as if such Debt is not under the Loan Documents or a Secured Cash Management Agreement or a Secured Hedge Agreement such Liens are subject to an Intercreditor Agreement reasonably satisfactory to the Administrative Agent”. (r) Section 9.03(a) of the Credit Agreement is hereby amended by adding the following to the end thereof: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section. (s) Section 11.07 of the Credit Agreement is hereby amended by deleting the words “2.01(b) or” in clause (f)(i) thereof. (t) Section 11.17 of the Credit Agreement is hereby amended by replacing it with the following:

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Borrower Party to honor all of its obligations under this Guaranty 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 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Bankruptcy Laws 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 all Commitments hereunder have terminated, and all Loans or of the Credit Agreement Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations not then due) shall have been paid in full in cash, all Letters of Credit have been terminated or satisfied expired (other than or been Cash Management Obligations and Obligations arising under any Secured Hedge AgreementCollateralized), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Borrower Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time this Agreement by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 11.09 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 11.09 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 11.09 to constitute, and this Section 11.11 11.09 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes of this Section 11.09, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 32 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1132, or otherwise under this GuaranteeGuaranty 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 11.11 32 shall remain in full force and effect until all Commitments hereunder have terminated, the payment in full and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter discharge of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)guaranteed under this Guaranty Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 32 constitute, and this Section 11.11 32 shall be deemed to constitute, a GUARANTY AGREEMENT, Page 8 “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. EXECUTED as of the date first written above. IHS Inc. IHS Holding Inc. IHS CERA LLC X. X. Xxxx & Co. CARFAX, Inc. By: Xxxxxxx Xxxxx, Executive Vice President, Legal & Secretary of each Guarantor GUARANTY AGREEMENT, Page 9 EXHIBIT "A" to GUARANTY AGREEMENT, Cover Page This SUBSIDIARY JOINDER AGREEMENT (the "Agreement") dated as of ____________________, ____ is executed by the undersigned (the "Guarantor") for the benefit of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for the lenders party to the hereafter identified Credit Agreement (in such capacity herein, the "Administrative Agent") and for the benefit of the other Credit Parties in connection with that certain Credit Agreement dated as of [ ], 2013 among IHS Inc., IHS Global Inc., the lenders and agents party thereto and the Administrative Agent (such Credit Agreement, as it may hereafter be amended or otherwise modified from time to time, being hereinafter referred to as the "Credit Agreement", and capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Credit Agreement). The Guarantor is required to execute this Agreement pursuant to Section 5.09 of the Credit Agreement.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 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. (e) The last paragraph in Section 9.03 of the Credit Agreement is hereby amended to add the following sentence at the end of such paragraph to read as follows: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Keepwell. Each Subsidiary Guarantor that is a Qualified ECP Guarantor at the time this Subsidiary Guaranty Agreement or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under the Loan Documents (including this Subsidiary Guaranty Agreement) in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Subsidiary Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 28 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Subsidiary Guarantor that is a Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Subsidiary Guarantor that is a Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The amendments to the Subsidiary Guaranty are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Loan Documents are intended to be affected hereby.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time the joint and several liability under Section 2.14, the Subsidiary Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents (including the Subsidiary Guaranty) to which it is a party in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 10.21 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Borrower that is a Qualified ECP Guarantor under this Section 11.11 10.21 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full and all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Borrower that is a Qualified ECP Guarantor intends that this Section 11.11 10.21 to constitute, and this Section 11.11 10.21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 150575819

Keepwell. Each (a) Borrower is a Qualified ECP Guarantor Credit Party and hereby jointly guarantees the payment and severally performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Benefitting Loan Party in order for such Benefitting Loan Party to honor all of its obligations (without giving effect to Section 12.22(b)) under this the Guaranty in and any other Security Instrument including obligations with respect of to Swap Obligations Agreements (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 11.11 12.22(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.22(a), or otherwise under this GuaranteeAgreement or any Loan Document, as it relates to such Benefitting 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 the Borrower under this Section 11.11 12.22 (a) shall remain in full force and effect until all Commitments hereunder have terminatedObligations are paid in full to the Lenders, the Administrative Agent and all Secured Swap Providers, and all Loans or other Obligations hereunder which of the Lenders’ Commitments are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 12.22(a) constitute, and this Section 11.11 12.22(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Benefitting Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Loan Party, or secured by the grant of any Lien by any Loan Party under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Loan Party. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: XXXXXXX ENERGY CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Executive Vice President, Chief Financial Officer and Secretary OTHER LOAN PARTIES: SEP HOLDINGS III, LLC, a Delaware limited liability company XX XXXXXXX LLC, a Delaware limited liability company SN COTULLA ASSETS, LLC, a Texas limited liability company SN OPERATING, LLC, a Texas limited liability company SN TMS, LLC, a Delaware limited liability company SN CATARINA, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Executive Vice President — Chief Financial Officer ADMINISTRATIVE AGENT: ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Manager, Agency LENDERS: ISSUING BANK AND LENDER: ROYAL BANK OF CANADA, as Issuing Bank and a Lender By: /s/ Xxxxx Xxxxx, Jr. Name: Xxxxx Xxxxx, Jr. Title: Authorized Signatory LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director COMPASS BANK, as a Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President ING CAPITAL LLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director UNION BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President SOCIÉTÉ GENÉRALÉ, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director IBERIABANK, as a Lender By: /s/ W. Xxxxx Xxxxxxx Name: W. Xxxxx Xxxxxxx Title: Executive Vice President BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Director Royal Bank of Canada 10.000000 % $ 43,333,333.34 $ 152,941,176.45 Capital One, National Association 10.196078 % $ 43,333,333.34 $ 152,941,176.45 Compass Bank 8.921569 % $ 37,916,666.67 $ 133,823,529.42 SunTrust Bank 8.921569 % $ 37,916,666.67 $ 133,823,529.42 Credit Suisse AG, Cayman Islands Branch 6.372549 % $ 27,083,333.33 $ 95,588,235.29 Branch Banking and Trust Company 6.372549 % $ 27,083,333.33 $ 95,588,235.29 ING Capital LLC 6.372549 % $ 27,083,333.33 $ 95,588,235.29 Union Bank, National Association 6.372549 % $ 27,083,333.33 $ 95,588,235.29 Sociètè Genèralè 6.372549 % $ 27,083,333.33 $ 95,588,235.29 IBERIABANK 6.372549 % $ 27,083,333.33 $ 95,588,235.29 BMO Xxxxxx Bank, N.A. 4.705882 % $ 20,000,000.00 $ 70,588,235.30 Credit Agricole Corporate and Investment Bank 4.705882 % $ 20,000,000.00 $ 70,588,235.30 Sumitomo Mitsui Banking Corporation 3.529412 % $ 15,000,000.00 $ 52,941,176.48 U.S. Bank National Association, 3.529412 % $ 15,000,000.00 $ 52,941,176.48 Comerica Bank 3.529412 % $ 15,000,000.00 $ 52,941,176.48 Fifth Third Bank 3.529412 % $ 15,000,000.00 $ 52,941,176.48 TOTAL 100 % $ 425,000,000.00 $ 1,500,000,000.00 $[ ] [ ], [ ] FOR VALUE RECEIVED, XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), the lesser of (i) [ ] DOLLARS ($[ ]) and (ii) the aggregate unpaid Loans made by the Lender pursuant to the Credit Agreement, as hereinafter defined, in lawful money of the U.S. and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement referred to below. All capitalized terms used herein and not otherwise defined that are defined in the Credit Agreement have the meanings as defined in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time from the date hereof until such principal amount is paid in full, at the place and at such interest rates as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and the Note and all provisions herein are entitled to the benefits and are subject to the terms of, the Second Amended and Restated Credit Agreement, dated as of June 30, 2014, among the Borrower, Royal Bank of Canada, as Administrative Agent, and the other agents and lenders signatory thereto (including the Lender) (as the same may be amended or otherwise modified from time to time, the “Credit Agreement”). The obligations of the Borrower hereunder are secured by the Security Documents (subject to the limitations contained in the Security Documents and the Credit Agreement). The Credit Agreement, among other things, (a) provides for the making of advances by the Lender and other Lenders to the Borrower from time to time, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of interest accruing at the Highest Lawful Rate. The Borrower waives grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate or acceleration, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto. This Note shall be governed by and construed under the laws of the State of New York and the applicable laws of the U.S. XXXXXXX ENERGY CORPORATION, a Delaware corporation By: Name: Title: [ ], 20[ ] XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of June 30, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Royal Bank of Canada, as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 20[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (v) The amount equal to the least of (x) the Aggregate Maximum Credit Amount, (y) the currently effective Borrowing Base in effect on the date hereof and (z) the Aggregate Elected Commitment Amount is $[ ]; (vi) Total Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and (vii) Pro forma total Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and (viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that (a) the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement, (b) that no Default or Event of Default exists, and (c) after giving effect to the Borrowing request made herein the total Credit Exposure will not exceed the least of (x) the Aggregate Maximum Credit Amount, (y) the Borrowing Base and (z) the Aggregate Elected Commitment Amount, in each case, as now in effect. XXXXXXX ENERGY CORPORATION, a Delaware corporation By: Name: Title: [ ], 200[ ] XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Second Amended and Restated Credit Agreement dated as of June 30, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Royal Bank of Canada, as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: (i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [ ]; (ii) The effective date of the election made pursuant to this Interest Election Request is [ ], 20[ ];[and] (iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and] (iv) [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement. XXXXXXX ENERGY CORPORATION, a Delaware corporation By: Name: Title: The undersigned hereby certifies that he/she is the [ ] of XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Second Amended and Restated Credit Agreement dated as of June 30, 2014 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”), among the Borrower, Royal Bank of Canada, as Administrative Agent and the lenders (the “Lenders”) which are or become a party thereto, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified), to my knowledge after reasonable investigation: (a) The representations and warranties of the Borrower contained in ARTICLE VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Required Lenders have expressly consented in writing to the contrary [and except to the extent attributable to [the breach[es] or non-compliance[s] described under clause (b) below][,][and][the event described in clause (c) below][and][the Default[s] or Event[s] of Default described in clause (d) below]. (b) The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by the Borrower prior to or at the time of delivery hereof [or specify default and describe]. (c) Since March 31, 2014, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect [or specify event].

Keepwell. Each In addition to and not in derogation of any other obligation of any Loan Party under this Agreement or any other Loan Document, each Loan Party constituting a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally absolutely and irrevocably undertakes to provide and guarantees such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty in any Loan Document including obligations with respect of to Swap Obligations (providedthat would, however, that each Qualified ECP Guarantor shall only be liable under in the absence of the agreement in this Section 11.11 for 9.23, otherwise constitute Excluded Swap Obligations as to such other Loan Party (but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 9.23 or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to such other Loan Parties, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The guarantees, obligations and undertakings of each the Loan Parties constituting Qualified ECP Guarantor Guarantors under this Section 11.11 9.23 shall remain in full force and effect until all Commitments hereunder obligations under any Loan Document have terminated, been indefeasibly paid and performed in full and all Loans Commitments have expired or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends The Loan Parties intend that this Section 11.11 9.23 constitute, and this Section 11.11 9.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (H) The definitions of “Hedge Agreement”, “Material Accounts”, “Obligations”, and “Secured Obligations” in Subsection 10.1 of the Credit Agreement are hereby amended and restated in their entirety as set forth below:

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 2.07 or otherwise under this Guarantee, 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 11.11 2.07 shall remain in full force and effect until the payment in full in cash of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any the Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 2.07 constitute, and this Section 11.11 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)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.” (c) Section 3.01 of the Guarantee and Collateral Agreement is hereby amended by amending and restating the proviso to clause (a) thereof as follows: “; provided, however, that, notwithstanding anything contained herein to the contrary, the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (x) any Foreign Subsidiary, (y) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes (any such Domestic Subsidiary, a “DRE”) that holds 65% or more of the Capital Stock of (A) a Foreign Subsidiary, (B) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (C) any Domestic Subsidiary described in clause (z), or (z) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of one or more (A) Foreign Subsidiaries and/or (B) other Domestic Subsidiaries described in this clause (z);” (d) Section 3.03(a) of the Guarantee and Collateral Agreement is hereby amended by amending and restating the proviso thereto in its entirety as follows: “; provided, however, that, notwithstanding anything contained herein to the contrary, no more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (i) any Foreign Subsidiary, (ii) any DRE that holds 65% or more of the Capital Stock of (x) a Foreign Subsidiary, (y) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (z) any Domestic Subsidiary described in clause (iii), or (iii) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of one or more (x) Foreign Subsidiaries and/or (y) other Domestic Subsidiaries described in this clause (iii) is required to be listed;” (e) Section 4.04(b) of the Guarantee and Collateral Agreement is hereby amended by replacing “$1,000,000” and “$10,000,000” therein with “$5,000,000” and “$15,000,000”, respectively. (f) Schedule II of the Guarantee and Collateral Agreement is hereby amended by replacing “100%” in the column titled “% of Equity Interest Pledged” therein with “65%” with respect to each of Xxxxxxxxx Holdings LLC and Bridport Holdings, Inc., as issuer.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Fully Satisfied. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 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. (e) The last paragraph in Section 9.03 of the Credit Agreement is hereby amended to add the following sentence at the end of such paragraph to read as follows: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or such time as the Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (defined below) at the time any guarantee by any Specified Loan Party (defined below) becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligations as may be needed from time to time by each other such Specified Loan Party to honor all of its obligations under this Subsidiary Guaranty in respect of such Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Subsidiary Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Subject to Section 13, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all (i) the Aggregate Commitments hereunder have terminated, and (ii) all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Cash Management Obligations Agreements and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank have been made) and (iii) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent and the L/C Issuer has shall have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section, (i) “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder at the time the relevant guarantee becomes effective with respect to such Swap Obligation and can cause another person to qualify as an “eligible contract participant” at such time under § 1a(18)(A)(v)(II) of the Commodity Exchange Act; and (ii) “Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (determined prior to giving effect to this Section 29).”

Keepwell. Each Qualified ECP Eligible Contract Participant Guarantor (as defined below) at the time the guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Eligible Contract Participant Guarantor under this Section 11.11 17 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit for so long as the Guaranty by such Qualified Eligible Contract Participant Guarantor remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory in effect pursuant to the applicable L/C Issuer has been put in place)Section 14. Each Qualified ECP Eligible Contract Participant Guarantor intends that this Section 11.11 17 to constitute, and this Section 11.11 17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof (i) “Qualified Eligible Contract Participant Guarantor” shall mean, at any time, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and (ii) “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 17).

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 Guarantor to honor all of its obligations under this Guaranty in respect of Secured Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 27 or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 27 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put Paid in place)Full. Each Qualified ECP Guarantor intends that this Section 11.11 27 constitute, and this Section 11.11 27 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. IN WITNESS WHEREOF, each of the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written. [NAME OF INITIAL GUARANTOR] By: Name: Title: Acknowledged and Agreed as of the date first above written: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Reference is hereby made to the [Amended and Restated] Guarantee Agreement (the “Guaranty”) made as of [ ], 20[ ], by and among [NAMES OF INITIAL GUARANTORS] (collectively, the “Initial Guarantors”, and along with any additional Foreign Subsidiaries which become parties thereto and together with the undersigned, the “Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR], a [country of incorporation/organization] [corporation] [partnership] [limited liability company], agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in Section 2 of the Guaranty are true and correct in all respects as of the date hereof.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) becomes effective with respect to any Obligation under any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations such Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under any applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Obligations hereunder which are accrued and payable have been irrevocably paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party that would otherwise not constitute an “eligible contract participant” for any Obligation under any Swap Contract for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. QCP SNF WEST REIT, LLC QCP SNF CENTRAL REIT, LLC QCP SNF EAST REIT, LLC QCP AL REIT, LLC, as Borrowers By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer QUALITY CARE PROPERTIES, INC. QCP HOLDCO REIT, LLC, as Parent Guarantors By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer QCP EAST HOLDCO, LLC, as Guarantor By: QCP SNF East REIT, LLC, its manager By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer QCP TRS, LLC, as Guarantor By: Quality Care Properties, Inc., its sole member By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer HCP 2010 REIT LLC HCP WEST VIRGINIA PROPERTIES, LLC HCP MOB DALLAS EYE, LLC HCP PROPERTIES - SALMON CREEK WA, LLC HCP PROPERTIES – UTICA RIDGE IA, LLC HCP PROPERTIES – XXXXXXXXX HILLS NV, LLC HCP CC SNF, LLC HCP VIRGINIA, LLC HCP I-B PROPERTIES, LLC HCP XXXXXXXXXX ROAD PROPERTY, LLC HCP STERLING HEIGHTS MI PROPERTY, LLC HCP TWINSBURG OH PROPERTY, LLC HCP MARYLAND PROPERTIES, LLC HCP MARYLAND PROPERTIES II, LLC HCP PROPERTIES OF ALEXANDRIA VA, LLC HCP PROPERTIES OF ARLINGTON VA, LLC HCP PROPERTIES OF MIDWEST CITY OK, LLC HCP PROPERTIES OF OKLAHOMA CITY (NORTHWEST), LLC HCP PROPERTIES OF OKLAHOMA CITY (SOUTHWEST), LLC HCP PROPERTIES OF TULSA OK, LLC HCP PROPERTIES-ARDEN COURTS OF ANNANDALE VA, LLC HCP PROPERTIES-CHARLESTON OF HANAHAN SC, LLC HCP PROPERTIES-COLUMBIA SC, LLC HCP PROPERTIES-FAIR OAKS OF FAIRFAX VA, LLC HCP PROPERTIES-IMPERIAL OF RICHMOND VA, LLC HCP PROPERTIES-LEXINGTON SC, LLC HCP PROPERTIES-MEDICAL CARE CENTER-LYNCHBURG VA, LLC HCP PROPERTIES-OAKMONT EAST-GREENVILLE SC, LLC HCP PROPERTIES-OAKMONT OF UNION SC, LLC HCP PROPERTIES-OAKMONT WEST-GREENVILLE SC, LLC HCP PROPERTIES-STRATFORD HALL OF RICHMOND VA, LLC HCP PROPERTIES-XXXX XXXXXX-CHARLESTON SC, LLC FAEC - LACEY WA, LLC HCR LACEY WA PROPERTY, LLC HEALTHCARE OPERATIONS HOLDINGS, LLC HEALTHCARE OPERATIONS INVESTMENTS, LLC MC OPERATIONS INVESTMENTS, LLC, as Guarantors By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer QCP PENN SUB 1, LLC QCP PENN SUB 2, LLC QCP PENN SUB 3, LLC QCP PENN SUB 4, LLC QCP PENN SUB 5, LLC QCP PENN SUB 6, LLC QCP PENN SUB 7, LLC QCP PENN SUB 8, LLC QCP PENN SUB 9, LLC QCP PENN SUB 10, LLC QCP PENN SUB 11, LLC QCP PENN SUB 12, LLC QCP PENN SUB 13, LLC QCP PENN SUB 14, LLC QCP PENN SUB 15, LLC QCP PENN SUB 16, LLC QCP PENN SUB 17, LLC QCP PENN SUB 18, LLC QCP PENN SUB 19, LLC QCP PENN SUB 20, LLC QCP PENN SUB 21, LLC QCP PENN SUB 22, LLC QCP PENN SUB 23, LLC QCP PENN SUB 24, LLC QCP PENN SUB 25, LLC QCP PENN SUB 26, LLC QCP PENN SUB 27, LLC QCP PENN SUB 28, LLC QCP PENN SUB 29, LLC QCP PENN SUB 30, LLC QCP PENN SUB 31, LLC QCP PENN SUB 32, LLC QCP PENN SUB 33, LLC QCP PENN SUB 34, LLC QCP PENN SUB 35, LLC QCP PENN SUB 36, LLC QCP PENN SUB 37, LLC QCP PENN SUB 38, LLC QCP PENN SUB 39, LLC QCP PENN SUB 40, LLC, as Guarantors By: QCP SNF East REIT, LLC, its sole member By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer HCP MEZZANINE LENDER, LP, as Guarantor By: HCP Life Science Estates, Inc., its general partner By: /s/ Xxxx X. XxXxxxx Name: Xxxx X. XxXxxxx Title: Executive Vice President HCP I-A PROPERTIES, LP, as Guarantor By: HCP I-B Properties, LLC, its general partner By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer HCP PROPERTIES TRUST, as Guarantor By: HCP 2010 REIT LLC, its managing trustee By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer HCP 2010, LP, as Guarantor By: HCP Properties Trust, its general partner By: HCP 2010 REIT LLC, its managing trustee By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer HCP PROPERTIES, LP, as Guarantor By: HCP I-B Properties, LLC, its general partner By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer QUALITY CARE PROPERTIES, INC., as Parent Guarantor By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer QCP HOLDCO REIT, LLC., as Parent Guarantor By: /s/ C. Xxxx Xxxxxxxx Name: C. Xxxx Xxxxxxxx Title: Chief Financial Officer BARCLAYS BANK PLC, as Administrative Agent, Lender, Swing Line Lender and L/C Issuer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director XXXXXX XXXXXXX SENIOR FUNDING, INC., as a Revolving Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Lender By: /s/ Xxxx Xxx Xxxxx Name: Xxxx Xxx Xxxxx Title: Managing Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director KEYBANK NATIONAL ASSOCIATION, as a Revolving Lender By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Revolving Lender By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Authorized Signatory None. None. Barclays Bank PLC $1,000,000,000 $33,300,000 33.30% Xxxxxx Xxxxxxx Senior Funding, Inc. $0 $33,300,000 33.30% Deutsche Bank AG New York Branch $0 $14,400,000 14.40% KeyBank National Association $0 $14,000,000 14.00% Credit Suisse AG, Cayman Islands Branch $0 $5,000,000 5.00%

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.12, or otherwise under this GuaranteeGuaranty, 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 11.11 11.12 shall remain in full force and effect until the termination of the -200-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000 Aggregate Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements and no Letter Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of Credit remains outstanding (except any Letter all Letters of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Credit. Each Qualified ECP Guarantor intends that this Section 11.11 11.12 constitute, and this Section 11.11 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. -201-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. ACTIVISION BLIZZARD, INC. By: Name: Title: CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A 0000000000v1 MSW - Draft August 29, 2013 - 7:43 PM BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A 0000000000v1 MSW - Draft August 29, 2013 - 7:43 PM BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: Name: Title: CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer By: Name: Title: CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm Schedule 1.01A Commitments - 1022497.10-NYCSR04A 1000944701v16 MSW - Draft October 8, 2013 - 2:03 PM Lender Tranche B-2 Term Commitment Bank of America, N.A. $2,070,000,000 Xxxxxxx Xxxxx Bank USA $230,000,000 Total: $2,300,000,000 Lender Revolving Commitment Bank of America, N.A. $37,500,000 JPMorgan Chase Bank, N.A. $37,500,000 Xxxxxxx Xxxxx Bank USA $25,000,000 HSBC Bank USA, N.A. $25,000,000 Mizuho Bank, Ltd. $25,000,000 Royal Bank of Canada $25,000,000 SunTrust Bank $25,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $25,000,000 U.S. Bank National Association $25,000,000 Total: $250,000,000 Lender Initial Term Commitment Bank of America, N.A. $2,500,000,000 Total: $2,500,000,000 EXHIBIT A [FORM OF] COMMITTED LOAN NOTICE To: Bank of America, N.A., as Administrative Agent [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement, dated as of October 11, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ), among Activision Blizzard, Inc., as Borrower, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower hereby requests (select one): A Borrowing of new Loans A conversion of Loans made on A continuation of Loans made on to be made on the terms set forth below: (A) Class of Borrowing1 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount2 (D) Borrower 1 Initial Term, Tranche B-2 Term or Revolving Credit. 2 Eurodollar borrowing minimum of $5,000,000, and borrowings also allowed in whole multiples of $1,000,000 in excess thereof. Base Rate borrowing minimum of $1,000,000 and borrowings also allowed in whole multiples of $500,000 in excess thereof. A-1 1000944696v15

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its such other Loan Party’s (a) Swap Obligations and (b) obligations under this its Guaranty in including those with respect of to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or the Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 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)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of Texas and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in Property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regimes if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in Property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regimes if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Keepwell. Each Loan Party, 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 such Non-Qualifying Party’s obligations under this Guaranty 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 11.11 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.25, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law 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 11.11 12.25 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.25 constitute, and this Section 11.11 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Secretary FUNKO HOLDINGS LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Secretary FUNKO, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Secretary COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Vice President LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS ASRS HOLDINGS LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director PNC Bank, National Association $ 50,000,000.00 $ 0 $ 50,000,000.00 Cerberus NJ Credit Opportunities Fund, L.P. $ 0 $ 26,332,737.31 $ 26,332,737.31 Cerberus ASRS Holdings LLC $ 0 $ 80,283,112.92 $ 80,283,112.92 Cerberus ICQ Levered Loan Opportunities Fund, L.P. $ 0 $ 26,072,317.30 $ 26,072,317.30 Cerberus KRS Levered Loan Opportunities Fund, L.P. $ 0 $ 7,969,296.85 $ 7,969,296.85 Cerberus PSERS Levered Loan Opportunities Fund, L.P. $ 0 $ 34,342,535.62 $ 34,342,535.62 Totals $ 50,000,000.00 $ 175,000,000.00 $ 225,000,000.00 1. Security Agreement 2. Trademark Security Agreement THIS JOINDER AGREEMENT, dated as of (this “Agreement”), to the Financing Agreement (as defined below) is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Ultimate Parent” or the “Buyer”), as the initial borrower and immediately upon consummation of the Funko Acquisition (as defined in the Financing Agreement), Funko Holdings LLC, a Delaware limited liability company (“Parent” or “Funko Holdings”) and each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with the Ultimate Parent, the Parent and each other Person that executes a Joinder Agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a Joinder Agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as therein defined), each a “Guarantor” and collectively, the “Guarantors”), [NAME OF ADDITIONAL [BORROWER][GUARANTOR]], a (the “Additional [Borrower][Guarantor]”) and Cerberus Business Finance, LLC, a Delaware limited liability company (“Cerberus”), as collateral agent for the Lenders (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations obligations pursuant to such Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 3.5, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guarantied Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedge Agreement, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such obligations pursuant to such Hedge Agreement or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty 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 11.11 2.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.08, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.05, the obligations of each Qualified ECP Guarantor under this Section 11.11 2.08 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Credit Parties shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Term Loan Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 2.08 constitute, and this Section 11.11 2.08 shall be deemed to constitute, a “keepwell, support, 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. For purposes of this Section 2.08, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Loan Party at the time the guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 11.11 21 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put Payment in place)Full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 21 to constitute, and this Section 11.11 21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes hereof, “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 21).