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 Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, 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 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 the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other 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 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 Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.10 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article X 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 10.10 shall remain in full force and effect until the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other 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 10.10 constitute, and this Section 11.11 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 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 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 Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party 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 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119.18, 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 shall remain in full force and effect until the termination of all Commitments hereunder have terminated, and payment in full of all Loans or other Secured Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations contingent indemnification obligations) and Obligations arising under any Secured Hedge Agreement), 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 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 has Administrative Agent and the Issuing Lender have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 9.18 constitute, and this Section 11.11 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of any Swap Obligations Obligation (provided, however, 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 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 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)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 Specified Guarantor in accordance with § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other 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 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.13, 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 11.13 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 11.13 constitute, and this Section 11.11 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 hereby jointly and 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 Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 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 contingent indemnification obligations as to 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 asserted) have been indefeasibly paid in full and the commitments relating thereto have expired or for which a backstop letter of credit reasonably satisfactory terminated, or, with respect to the applicable L/C Issuer has been put any Guarantor, if earlier, such Guarantor is released from its Guaranteed Obligations in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X 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 X, 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 10.11 shall 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 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)Party Obligations. 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 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 is not a Qualified ECP Guarantor to honor all of its obligations under this Guaranty Agreement in respect of any Swap Obligations Obligation that would otherwise be an Excluded Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 34 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1134, 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 34 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 34 constitute, and this Section 11.11 34 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this the Guaranty and the other Loan Documents to which it is a party in respect of Swap Obligations (providedthat would, however, that each Qualified ECP Guarantor shall only be liable under in absence of the agreement in this Section 11.11 for 10.19, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 10.19 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 10.19 shall remain in full force and effect until the date as of which all of the following shall have occurred: (a) the Aggregate Commitments hereunder have terminated, and (b) all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations (x) contingent obligations for which no claim has been made and Obligations arising (y) obligations and liabilities under any Secured Hedge AgreementBank Products), and no Letter (c) all Letters of Credit remains outstanding have terminated or expired (except any Letter other than Letters of Credit the Outstanding Amount of as to which the Obligations related other arrangements with respect thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer has Issuing Lender shall have been put in placemade). Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 10.19 to constitute, and this Section 11.11 10.19 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.

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 Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its obligations 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 undertakings 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 this Section 4 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 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.)

Keepwell. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party 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 8.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.10, 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 8.10 shall remain in full force and effect until all Commitments hereunder have this Agreement is terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent 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 made) and all of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Lenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 11.11 8.10 constitute, and this Section 11.11 8.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Document, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party any of Borrower or any Guarantor hereunder to honor all of its such Person’s obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.9, or otherwise under this GuaranteeAgreement, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 6.9 shall remain in full force and effect until all Commitments hereunder have terminated, of the Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Agreement shall have been paid or satisfied in full in cash (other than Cash Management Obligations (A) contingent indemnification obligations as to which no claim has been asserted and Obligations arising (B) obligations and liabilities under any Secured Hedge AgreementLender-Provided ▇▇▇▇▇▇ and Bank Product Obligations), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit shall have expired or been terminated and the Outstanding Amount of which the Obligations related thereto has Commitments shall have expired or 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 6.9 constitute, and this Section 11.11 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X 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 X, 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 10.11 shall 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 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)Party Obligations. 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 ActAct or any regulations promulgated thereunder.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Hedging 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 Hedging 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 Obligations under this Guaranty the Credit Documents in respect of Swap Obligations such Hedging 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 obligations such Qualified ECP Guarantor’s Obligations and undertakings under this Section 11.1122.13, or otherwise under this GuaranteeAgreement or any other Credit Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Guarantor under this Section 11.11 Article 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 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 to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 22.13 to constitute, and this Section 11.11 22.13 shall be deemed to constitute, a guarantee of the Obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other 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 15.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1115.14, 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 15.14 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Secured Obligations hereunder which are accrued and payable have been indefeasibly paid and performed in full (or satisfied (other than Cash Management Obligations and Obligations arising under with respect to any Secured Hedge Agreement)outstanding Facility LCs, and no a cash deposit or Supporting 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 delivered to the applicable L/C Issuer has been put in place)Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or the Lenders which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 15.14 constitute, and this Section 11.11 15.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for or the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Section 11, 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 Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Section 11 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1111.13, or otherwise under this GuaranteeSection 11, voidable under applicable Law 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 11.13 shall 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 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 11.13 constitute, and this Section 11.11 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of 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 Loan Party Guarantor to honor all of its obligations under this Guaranty the guaranty given hereby in respect of the Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.08, or otherwise under this Guaranteethe guaranty given hereby, 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 4.08 shall remain in full force and effect until the termination of the Commitments and the repayment, satisfaction or discharge 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 (i) contingent indemnification obligations as to which no claim has been asserted, (ii) Obligations described in clauses (b) and Obligations arising under any Secured Hedge Agreement), (c) of the definition thereof and no Letter of Credit remains outstanding (except iii) any Letter of Credit the Outstanding Amount of which the Obligations related thereto that has been Cash Collateralized or for which back-stopped by a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer or such Letter of Credit has been put in placedeemed reissued under another agreement reasonably acceptable to the L/C Issuer). Each Qualified ECP Guarantor intends that this Section 11.11 4.08 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 Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

Keepwell. Each Without limiting anything in this Article X, 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X 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 X, voidable under applicable Law 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 10.11 shall 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 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)Party Obligations. 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 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 10.11 shall 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 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)Party Obligations. 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 Without limiting anything in this Article X, 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X 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 X, voidable under applicable Law 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 10.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full in cash of all Loans or and 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 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 Without limiting anything in this Section 11, 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 Section 11 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Section 11 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1111.13, or otherwise under this GuaranteeSection 11, voidable under applicable Law 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 11.13 shall 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 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 11.13 constitute, and this Section 11.11 11.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, or otherwise under this GuaranteeSection 2, 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 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedsuch time as the Loans, the Reimbursement Obligations and all Loans the other obligations under the Loan Documents (other than obligations under or other Obligations hereunder which are accrued in respect of Specified Swap Agreements and payable Specified Cash Management Agreements and contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)in full, the Commitments have been terminated and no Letters of Credit are outstanding (unless such 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 placeis Collateralized). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Wholly Owned Opco Guarantor hereunder to honor all of its such Wholly Owned Opco Guarantor’s obligations under this Guaranty Agreement in respect of Guaranteed Obligations, including any Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 3.5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.113.5, or otherwise under this GuaranteeAgreement, as it relates to such Wholly Owned Opco Guarantor, 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 3.5 shall remain in [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 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)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 11.11 3.5 constitute, and this Section 11.11 3.5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 11.11 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.14, or otherwise under this GuaranteeGuaranty, 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 7.14 will remain in full force and effect until all the Obligations have been paid in full and the Revolving Commitments hereunder will 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 all Letters of Credit remains outstanding will have expired (except without any Letter pending drawing) or have 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 7.14 constitute, and this Section 11.11 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its 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 GuaranteeGuaranty, as it relates to such Loan Party, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 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 have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Guaranteed Obligations related thereto has been Cash Collateralized or for which a backstop back-stop 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 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 guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.09, 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 under this Section 11.11 2.09 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 paid or satisfied (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and 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 asserted) have been paid in full in cash or for which a backstop letter of credit reasonably satisfactory immediately available funds and the Lenders have no further commitment to lend under the applicable L/C Issuer has been put in place)Credit Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 2.09 constitute, and this Section 11.11 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 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 Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 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 in full (other than Cash Management contingent and indemnified obligations not then due and owing) and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its Guaranteed 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 placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article XI, 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 XI becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article XI in respect of such 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 undertaking under this Section 11.11, or otherwise under this GuaranteeArticle XI, 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 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 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 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 Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each The Borrower shall, and shall cause each other 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 Restricted Person to honor all of its obligations under this Guaranty the Security Documents in respect of Swap Lender Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.16, or otherwise under this Guaranteeany Security Document, as it relates to such other 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 under this Section 11.11 10.16 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or been terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents (other than contingent indemnification obligations) shall have been paid or satisfied (other than Cash Management Obligations in full in immediately available funds and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the shall have expired or terminated or been cash collateralized and all Matured LC Obligations related thereto has shall 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)reimbursed. Each Qualified ECP Guarantor intends that this Section 11.11 10.16 constitute, and this Section 11.11 10.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Restricted Person for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 15.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1115.14, 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 15.14 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Secured Obligations hereunder which are accrued and payable have been indefeasibly paid and performed in full (or satisfied (other than Cash Management Obligations and Obligations arising under with respect to any Secured Hedge Agreement)outstanding Facility LCs, and no a cash deposit or Supporting 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 delivered to the applicable L/C Issuer has been put in place)Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or the Secured Parties which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 15.14 constitute, and this Section 11.11 15.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for or the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party Wholly Owned Holdco Guarantor hereunder to honor all of its such Wholly Owned Holdco Guarantor’s obligations under this Guaranty Agreement in respect of Guaranteed Obligations, including any Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.9, or otherwise under this GuaranteeAgreement, as it relates to such Wholly Owned Holdco Guarantor, 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 2.9 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)Debt Termination Date. Each Qualified ECP Guarantor intends that this Section 11.11 2.9 constitute, and this Section 11.11 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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 in respect of Swap Obligations constituting Hedging Obligations owing to a Hedge Creditor (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.07, 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 under this Section 11.11 2.07 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)Termination Date. 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)(II) of the Commodity Exchange Act.” (d) Section 4.03 of the First-Lien Guarantee and Collateral Agreement is hereby amended by inserting the following text immediately before the period (“.”) at the end of the first sentence of such Section: “provided that, notwithstanding anything to the contrary in this Agreement, in no circumstances shall proceeds of Collateral constituting an asset of a Loan Party which is not a Qualified ECP Guarantor be applied towards the payment of any Secured Hedging Obligations”.

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 Party to honor all of its obligations under this Guaranty Guarantee in respect of a Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 10.13 or otherwise under this Guarantee, Loan Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 11.11 10.13 shall remain in full force and effect until the termination 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 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)Swap Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 10.13 constitute, and this Section 11.11 10.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 68. The Commitment Schedule is hereby deleted in its entirety and replaced with the commitment schedule attached to Schedule I hereto. 69. Schedule 1.01(a) of the Credit Agreement is hereby reaffirmed by the Company and attached hereto as Schedule II hereto. 70. The Exhibits attached hereto as Exhibit A are hereby added to the Credit Agreement as Exhibits F-1 through F-4.

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Borrower shall only be liable under this Section 11.11 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.22, or otherwise under this GuaranteeAgreement, as it relates to such Borrower, 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 Borrower under this Section 11.11 10.22 shall remain in full force and effect until all Commitments hereunder so long as any Lender shall have terminatedany Revolving Credit Commitment hereunder, and all Loans any Loan or other ABL Obligation hereunder (other than ABL Obligations hereunder arising under Secured Cash Management Agreements and Secured Hedge Agreements as to which are other arrangements satisfactory to the Administrative Agent and the applicable Secured Party have been made) which is accrued and payable have been paid shall remain unpaid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)unsatisfied, and no Letter of Credit remains outstanding (except or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of which the L/C 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 is in place). Each Qualified ECP Guarantor Borrower intends that this Section 11.11 10.22 constitute, and this Section 11.11 10.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan 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 Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement 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 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, 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 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedsuch time as the Loans, the Reimbursement Obligations and all Loans or the other Obligations hereunder which are accrued (other than Obligations in respect of Hedge Agreements and payable other than contingent indemnity obligations not due and payable) shall have been paid or satisfied in full, the Commitments have been terminated and no Letters of Credit shall be outstanding (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized that are cash collateralized or for which a backstop letter of credit backstopped on terms reasonably satisfactory to the applicable L/C Issuer has been put in placeIssuing Lender). Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 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 U.S. 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 11.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.10, 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 11.10 shall remain in full force and effect until termination of the 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 (x) contingent indemnification obligations and Obligations arising (y) obligations and liabilities under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Hedging Agreements or Treasury Services 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 Bank Product Provider shall have been put made) and the expiration or termination of all Letters of Credit (or, in placethe case of Letters of Credit, cash collateralized in a manner acceptable to the Administrative Agent and the applicable Issuing Lenders). Each Qualified ECP Guarantor intends that this Section 11.11 11.10 constitute, and this Section 11.11 11.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan U.S. Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, or, with respect to any Guarantor, if earlier, such Guarantor is released from its obligations 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 undertakings 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 this Section 4 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 5 CONDITIONS PRECEDENT Section 5.1

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 will only be liable under this Section 11.11 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.14, or otherwise under this GuaranteeGuaranty, 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 7.14 will remain in full force and effect until all the Obligations have been paid in full and the Revolving Credit Commitments hereunder will 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 all Letters of Credit remains outstanding will have expired (except without any Letter pending drawing) or have 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 7.14 constitute, and this Section 11.11 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 or Obligated Foreign Subsidiary that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor or such Obligated Foreign Subsidiary under this Guaranty Article X 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 X, 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 10.11 shall 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 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)Party Obligations. 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 and Obligated Foreign Subsidiary 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 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 will only be liable under this Section 11.11 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.14, or otherwise under this GuaranteeGuaranty, 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 7.14 will remain in full force and effect until all the Guaranteed Obligations have been paid in full and the Revolving Credit Commitments hereunder will 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 all Letters of Credit remains outstanding will have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter in accordance with the terms 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 7.14 constitute, and this Section 11.11 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its 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 4.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.10, 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 4.10 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 in respect of Secured Hedging Obligations and Obligations arising under any Secured Hedge Agreementcontingent indemnification obligations not yet due and owing), and no Letter of Credit remains outstanding (except or any Letter of Credit the Outstanding Amount of which the Obligations related thereto L/C Exposure has been Cash Collateralized cash collateralized, backstopped or for which deemed reissued under another agreement, in each case, in a backstop letter of credit manner reasonably satisfactory to the applicable L/C Issuer has been put in placeIssuing Bank). Each Qualified ECP Guarantor intends that this Section 11.11 4.10 constitute, and this Section 11.11 4.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this the Guaranty and the Collateral 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 Guarantee12, 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 12.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in place)accordance with Section 10.10. 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 each other Specified Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. CHAR1\▇▇▇▇▇▇▇▇▇

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 Specified Guarantor to honor all of its such Specified Guarantor’s 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 11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 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 of each Qualified ECP Guarantor under this Section 11.11 11 shall remain in full force and effect until all the Obligations have been indefeasibly paid in full, the Commitments hereunder have terminated, been terminated or expired and all Loans or other Obligations hereunder which are accrued and payable of the Letters of Credit have been paid terminated or satisfied expired (other than Cash Management Obligations and Obligations arising under any Secured Hedge or cash collateralized pursuant to Section 2.06(c) 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 11 constitute, and this Section 11.11 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 hereby jointly and 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 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 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 Issuer has been put discharged in place)accordance with Section 13.3. 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.. ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. CTO Realty Growth, Inc., a Maryland corporation By Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer Bank of Montreal, as L/C Issuer and as Administrative Agent By Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 15.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1115.14, 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 128 of each Qualified ECP Guarantor Keepwell Provider under this Section 11.11 15.14 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Secured Obligations hereunder which are accrued and payable have been indefeasibly paid and performed in full (or satisfied (other than Cash Management Obligations and Obligations arising under with respect to any Secured Hedge Agreement)outstanding Facility LCs, and no a cash deposit or Supporting 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 delivered to the applicable L/C Issuer has been put in place)Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or the Lenders which would give rise to any Secured Obligations are outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 15.14 constitute, and this Section 11.11 15.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for or the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each of Hyatt and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations Transactions (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 9.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119.11, or otherwise under this GuaranteeGuaranty, voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each of Hyatt and each Qualified ECP Guarantor under this Section 11.11 9.11 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 Guarantied Credit Party Obligations and Obligations arising any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any Secured Hedge Agreement), and no Letter Commitments of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which Lenders or facilities provided by the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory Lenders with respect to the applicable L/C Issuer has been put in place)Guarantied Credit Party Obligations are terminated. Each of Hyatt and each Qualified ECP Guarantor intends that this Section 11.11 9.11 constitute, and this Section 11.11 9.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 8.11 or otherwise under this Guarantee, 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 8.11 shall remain in full force and effect until the termination of the Commitments and 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 (x) obligations under any Secured Hedge Agreement), Agreements not yet due and no Letter payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit remains outstanding (except any Letter of Credit in accordance with 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 intends that this Section 11.11 8.11 constitute, and this Section 11.11 8.11 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.” (e) Schedule 3.6 to the Security Agreement is hereby replaced in its entirety with Schedule 3.6 attached hereto. (f) Schedule 3.12 to the Security Agreement is hereby replaced in its entirety with Schedule 3.12 attached hereto.

Keepwell. Each The Guarantor, as a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations the Guarantor’s Swap Obligations to the extent included in the Guarantor’s Guaranteed Obligations under this Guaranty in respect of Swap Obligations Section ‎2 (provided, however, that each the obligation of the Qualified ECP Guarantor shall only be liable under this Section 11.11 for ‎2.7 shall be limited to the maximum amount of such liability that can be hereby incurred without rendering its obligations obligation under this Section 11.11‎2.7, or otherwise under this GuaranteeSection ‎2, voidable under applicable Law relating subject to avoidance as a fraudulent transfer, fraudulent conveyance or fraudulent transferincurrence of a debt under any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state, and not for any greater amount). The obligations of each the Guarantor as a Qualified ECP Guarantor under this Section 11.11 ‎2.7 shall remain in full force and effect until the later of the date (a) 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 and (other than Cash Management b) the Discharge of 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 but solely to the applicable L/C Issuer has been put in place)extent such Guaranteed Obligations include Swap Obligations) occurs. Each The Guarantor as a Qualified ECP Guarantor intends that this Section 11.11 ‎2.7 constitute, and this Section 11.11 ‎2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Party the Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X 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 X, voidable under applicable Law 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 10.11 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full in cash of all Loans or and 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 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.. |US-DOCS\140878708.9|| |US-DOCS\140878708.9||

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party any of Borrower or any Guarantor hereunder to honor all of its such Person’s obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.9, or otherwise under this GuaranteeAgreement, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 6.9 shall remain in full force and effect until all Commitments hereunder have terminated, of the Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Agreement shall have been paid or satisfied in full in cash (other than Cash Management Obligations (A) contingent indemnification obligations as to which no claim has been asserted and Obligations arising (B) obligations and liabilities under any Secured Hedge AgreementLender-Provided Hedges and Bank Product Obligations), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit shall have expired or been terminated and the Outstanding Amount of which the Obligations related thereto has Commitments shall have expired or 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 6.9 constitute, and this Section 11.11 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this its Guaranty in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.26, or otherwise under this Guaranteeits Guaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for of any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 2.26 shall remain in full force and effect until the Obligations are paid in full and all Commitments hereunder are terminated or 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)lapsed. Each Qualified ECP Guarantor intends that this Section 11.11 2.26 constitute, and this Section 11.11 2.26 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. Notwithstanding any other provisions of this Agreement or any other Loan Document, the Obligations guaranteed by any Guarantor or secured by any Lien granted by such Guarantor under any Loan Document shall exclude all Excluded Swap Obligations with respect to such Guarantor.”

Keepwell. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party 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 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.11, 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 8.11 shall remain in full force and effect until all Commitments hereunder have this Agreement is terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent 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 made) and all of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Lenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 11.11 8.11 constitute, and this Section 11.11 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor. EXCO CREDIT AGREEMENT – Page 109

Keepwell. Each Domestic Guarantor that is a Qualified ECP Guarantor at the time of the Guarantee made by such Domestic Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder (a “Specified Loan Party”) or the grant of a security interest under the Credit Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Hedging 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 Hedging 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 Obligations under this Guaranty the Credit Documents in respect of Swap Obligations such Hedging 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 obligations such Qualified ECP Guarantor’s Obligations and undertakings under this Section 11.1121.13, or otherwise under this GuaranteeAgreement or any other Credit Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations Obligations and undertakings of each Qualified ECP applicable Domestic Guarantor under this Section 11.11 Article 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 to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Domestic Guarantor intends that this Section 11.11 21.13 to constitute, and this Section 11.11 21.13 shall be deemed to constitute, a guarantee of the Obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other 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 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, 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 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedsuch time as the Loans, the L/C Obligations and all Loans or the other Primary Obligations hereunder which are accrued and payable shall have been paid or satisfied in full (other than (x) obligations and liabilities under Secured Hedge Agreements and Secured 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 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 L/C Issuer has Hedge Bank or Cash Management Bank have been put in placemade and (y) contingent indemnification obligations that have not yet been asserted), the Commitments have been terminated and no Letters of Credit (other than those that have been Cash Collateralized) shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrower. 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 the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding shall have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)with at least [REDACTED – Percentage] coverage. Each Qualified ECP Guarantor intends that this Section 11.11 7.12 constitute, and this Section 11.11 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 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 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1110.10, 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 the termination of this 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 Agreement), and no Letter the release 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 such Guarantor in place)accordance with Section 8.11. Each Qualified ECP Guarantor intends that this Section 11.11 10.10 constitute, and this Section 11.11 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (j) Section 11.1 of the Credit Agreement is hereby amended by adding the following text at the end of the last sentence of the first paragraph of such Section: “; provided that the word “indebtedness” shall not include Excluded Swap Obligations” (k) Article XI is hereby amended by adding the following section:

Keepwell. Each of Hyatt and each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other 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 9.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119.11, 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 of Hyatt and each Qualified ECP Guarantor under this Section 11.11 9.11 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 Guarantied Credit Party Obligations and Obligations arising any other amounts payable under this Section 9 are indefeasibly paid in full in cash and any Secured Hedge Agreement), and no Letter Commitments of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which Lenders or facilities provided by the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory Lenders with respect to the applicable L/C Issuer has been put in place)Guarantied Credit Party Obligations are terminated. Each of Hyatt and each Qualified ECP Guarantor intends that this Section 11.11 9.11 constitute, and this Section 11.11 9.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party 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 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 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 Issuer has been put discharged in place)accordance with Section 13.3. 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.. ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ ​ “BORROWER” ​ ​ ​ ALPINE INCOME PROPERTY OP, LP, ​ a Delaware limited partnership By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​

Keepwell. Each Obligor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of its such other Obligor's obligations under this Guaranty Clause 19 (Guarantee and Indemnity – Hedge Guarantors), or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), in respect of Swap the Hedging Obligations guaranteed hereby (provided, however, provided that each Qualified ECP Guarantor Obligor that provides such undertaking shall only be liable under this Section 11.11 Clause 19.11 (Applicability of provisions of Guarantee to other Security) only for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Clause 19.11 (Applicability of provisions of Guarantee to other Security), or otherwise under this GuaranteeClause 19 (Guarantee and Indemnity – Hedge Guarantors) or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent 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 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 Obligor intends that this Section 11.11 constituteClause 19.9 (Keepwell) constitutes, and this Section 11.11 Clause 19.9 (Keepwell) shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party 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 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 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 Issuer has been put discharged in place)accordance with Section 13.3. 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.. ​ ​ ​ ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ “BORROWER” ​ ​ ​ ALPINE INCOME PROPERTY OP, LP, a Delaware limited partnership ​ ​ ​ BY: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​ ​ ​

Keepwell. Each Qualified ECP Guarantor The Borrower hereby jointly and 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 Subsidiary Guarantor to honor all of its obligations under this the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 11.11 5.10 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, 5.10 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 Issuer has been put in place). Each Qualified ECP Guarantor Borrower intends that this Section 11.11 5.10 constitute, and this Section 11.11 5.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ARTICLE VI Negative Covenants Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or been cash collateralized, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: SECTION

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.8, 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 2.8 shall remain in full force and effect until all Commitments hereunder have terminatedthe Loans, the Reimbursement Obligations and all Loans or the other Obligations hereunder which are accrued and payable (other than Obligations in respect of Specified Swap Agreements or, Specified Cash Management Agreements or Specified Bank Guarantees) shall have been paid or satisfied in full, the Commitments have been terminated and no Letters of Credit (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized cash collateralized or for which backstopped in a backstop letter of credit reasonably manner satisfactory to the applicable L/C Issuer has been put in place)Issuing Lender) shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.8 constitute, and this Section 11.11 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee of the Guaranteed Obligations and the other Financing Documents in respect of any Swap Obligations Obligation (provided, however, 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 11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission 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 the date upon which all Commitments hereunder under this Agreement have terminated, been terminated and all Loans or other 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 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 Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this GuaranteeSECTION 4, 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 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other 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 will only be liable under this Section 11.11 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.14, or otherwise under this GuaranteeGuaranty, 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 7.14 will remain in full force and effect until all the Guaranteed Obligations have been paid in full and the Commitments hereunder will 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 all Letters of Credit remains outstanding will have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter in accordance with the terms 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 7.14 constitute, and this Section 11.11 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 164 [[8076235]]

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 Guarantor to honor all of its obligations under this Guaranty in respect of all 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 11.1124, 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 24 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 paid or satisfied in full in cash (other than Cash Management Unliquidated Obligations (as defined below) and Obligations arising the undrawn stated amount under any Secured Hedge Agreement)Facility LCs) and the Commitments and all Facility LCs issued under 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 all Facility LCs, shall 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)Collateralized. 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 Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.)

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, 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 7.13 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans of the Guaranteed Obligations (other than contingent or other Obligations hereunder indemnification obligations for which are accrued and payable no claim has been made) have been paid in full and the Revolving Commitments shall have terminated and the Delayed Draw Term Loan Commitments shall have terminated or satisfied expired and all Letters of Credit shall have expired or been cancelled (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), 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 which a supported by backstop letter letters of credit reasonably in accordance with Section 2.4(i)(ii) or as to which other arrangements satisfactory to the applicable L/C Issuer has Issuing Bank shall have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 7.13 constitute, and this Section 11.11 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall will only be liable under this Section 11.11 7.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.14, or otherwise under this GuaranteeGuaranty, 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 7.14 will remain in full force and effect until all the Guaranteed Obligations have been paid in full and the Commitments hereunder will 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 all Letters of Credit remains outstanding will have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter in accordance with the terms 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 7.14 constitute, and this Section 11.11 shall 7.14 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this 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 2.09 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.09, 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 2.09 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 paid or satisfied (other than Obligations in respect of Specified Hedge Agreements, Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)contingent indemnification and reimbursement obligations, in each case, that are not yet due and payable and 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 asserted) have been paid in full in cash or for which a backstop letter of credit reasonably satisfactory immediately available funds and the Lenders have no further commitment to lend under the applicable Credit Agreement, the L/C Issuer Exposure has been put in place)reduced to zero and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 2.09 constitute, and this Section 11.11 2.09 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor that is the Company or a Domestic Subsidiary of the Company hereby jointly and 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 will only be liable under this Section 11.11 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.13, or otherwise under this GuaranteeGuaranty, 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 7.13 will remain in full force and effect until all the Guaranteed Obligations have been paid in full and the Revolving Credit Commitments hereunder will 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 all Letters of Credit remains outstanding will have expired (except without any Letter pending drawing) or have 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 7.13 constitute, and this Section 11.11 shall 7.13 will be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Specified Credit Party to honor all of its such Specified Credit Party’s obligations under this the Guaranty and the Collateral Documents in respect of Swap Obligations (provided, howeverthat, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 4.8 for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this GuaranteeArticle 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 4.8 shall remain in full force and effect until all Commitments hereunder the Guaranteed Obligations have been indefeasibly paid and performed in full and the commitments relating thereto have expired or terminated, and all Loans or other or, with respect to any Guarantor, if earlier, such Guarantor is released from its 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 in placeaccordance with Section 10.10(a). Each Qualified ECP Guarantor intends that this Section 11.11 4.8 constitute, and this Section 11.11 4.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other 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 3.15 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.113.15, 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 3.15 shall remain in full force and effect until all Commitments hereunder under the Credit Agreement have terminated, and all Loans or other Obligations hereunder thereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge AgreementHedging Agreement and other than inchoate indemnification obligations and any unasserted expense reimbursement obligations), 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 cash collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer Issuing Bank has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 3.15 constitute, and this Section 11.11 3.15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Loan Guaranty in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 10.14 or otherwise under this Guarantee, Loan 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 10.14 shall remain in full force and effect until all Commitments hereunder have terminated, a discharge of such Qualified ECP Guarantor’s obligations under this Loan Guaranty in accordance with the terms hereof and all Loans or 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)Loan Documents. Each Qualified ECP Guarantor intends that this Section 11.11 10.14 constitute, and this Section 11.11 10.14 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. (t) Schedule 2.02 of the Credit Agreement is hereby amended and restated to read as follows: [Intentionally Omitted]

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 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.117.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrowers. The obligations of each Qualified ECP Guarantor under this Section 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 paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding shall have expired (except without any Letter of Credit the Outstanding Amount of which the Obligations related thereto has pending drawing) or have been cancelled or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)with at least [REDACTED – Percentage] coverage. Each Qualified ECP Guarantor intends that this Section 11.11 7.12 constitute, and this Section 11.11 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that has total assets exceeding $10,000,000 at the time this Guaranty or the grant of the relevant security interest becomes effective with respect to a Swap Obligation or such other Credit Party that qualifies at such time 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 under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act (each, a “Qualified ECP Guarantor 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 14 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 11.11Guaranty, or otherwise under this Guaranteeany other Loan Document, 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, of the Guaranteed Obligations (other than contingent indemnification and all Loans expense reimbursement obligations not then due or other Obligations hereunder which are accrued and payable asserted) 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 14 constitute, and this Section 11.11 14 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 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.

Keepwell. Each Credit Party that has total assets exceeding $10,000,000 at the time this Guaranty or the grant of the relevant security interest becomes effective with respect to a Swap Obligation or such other Credit Party that qualifies at such time 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 under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act (each, a “Qualified ECP Guarantor 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 15 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 11.11Guaranty, or otherwise under this Guaranteeany other Loan Document, 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, of the Guaranteed Obligations (other than contingent indemnification and all Loans expense reimbursement obligations not then due or other Obligations hereunder which are accrued and payable asserted) 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 15 constitute, and this Section 11.11 15 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party any of Borrower or any Guarantor hereunder to honor all of its such Person’s obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 6.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.9, or otherwise under this GuaranteeAgreement, voidable under applicable Applicable Law, including Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 6.9 shall remain in full force and effect until all Commitments hereunder have terminated, of the Obligations and all Loans or other Obligations hereunder which are accrued and amounts payable under this Agreement shall have been paid or satisfied in full in cash (other than Cash Management Obligations (A) contingent indemnification obligations as to which no claim has been asserted and Obligations arising (B) obligations and liabilities under any Secured Hedge AgreementLender-Provided H▇▇▇▇▇ and Bank Product Obligations), and no Letter all Letters of Credit remains outstanding (except any Letter of Credit shall have expired or been terminated and the Outstanding Amount of which the Obligations related thereto has Commitments shall have expired or 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 6.9 constitute, and this Section 11.11 6.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party of Borrower and each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.115.14, or otherwise under this GuaranteeGuaranty, voidable under *Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission (the “Commission”). 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 a 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)Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 5.14 constitute, and this Section 11.11 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (c) The Collateral Agreement is amended by deleting the “.” at the end of the definition of “Loan Document Obligations” in Section 1.01 thereof and replacing it with the following: “; provided that in no event shall “Loan Document Obligations” of any Guarantor include any Excluded Swap Obligations of such Guarantor”

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 4.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.10, 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 4.10 shall remain in full force and effect -27- 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 in respect of Secured Bank Product Obligations and Obligations arising under any Secured Hedge Agreementcontingent indemnification obligations not yet due and owing), and no Letter of Credit remains outstanding (except or any Letter of Credit the Outstanding Amount of which the Obligations related thereto L/C Exposure has been Cash Collateralized cash collateralized, backstopped or for which deemed reissued under another agreement, in each case, in a backstop letter of credit manner reasonably satisfactory to the applicable L/C Issuer has been put in placeIssuing Bank). Each Qualified ECP Guarantor intends that this Section 11.11 4.10 constitute, and this Section 11.11 4.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article X, 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 X becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article X in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.12, or otherwise under this GuaranteeArticle X, 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 10.12 shall 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 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)Party Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 10.12 constitute, and this Section 11.11 10.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange ActAct or any regulations promulgated thereunder.

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 4.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.10, 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 4.10 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 in respect of Secured Bank Product Obligations and Obligations arising under any Secured Hedge Agreementcontingent indemnification obligations not yet due and owing), and no Letter of Credit remains outstanding (except or any Letter of Credit the Outstanding Amount of which the Obligations related thereto L/C Exposure has been Cash Collateralized cash collateralized, backstopped or for which deemed reissued under another agreement, in each case, in a backstop letter of credit manner reasonably satisfactory to the applicable L/C Issuer has been put in placeIssuing Bank). Each Qualified ECP Guarantor intends that this Section 11.11 4.10 constitute, and this Section 11.11 4.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party 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.

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 the Borrower and 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 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, as it relates to such Borrower or otherwise under this Guaranteeother Guarantor, voidable under applicable Law Legal Requirements 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 discharged in place)accordance with Section 13.3. 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 the Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. This Term Loan Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. Centerspace, LP By: Centerspace, Inc. Its: General Partner By Name Title Centerspace, Inc. By Name Title CENTERSPACE By Name Title

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Subsidiary Guarantor as may be needed by such Subsidiary Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement and the other Loan Documents to which it is a party in respect of Swap Obligations that would, in absence of the agreement in this subsection 9.17, otherwise constitute Excluded 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 Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, subsection 9.17 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 subsection 9.17 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 subsection 9.17 to constitute, and this Section 11.11 subsection 9.17 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 Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The amendments to the Guarantee and Collateral Agreement are limited to the extent specifically set forth above and, except as provided in this Section 3, no other terms, covenants or provisions of the Guarantee and Collateral Agreement are intended to be affected hereby.

Keepwell. Each Qualified ECP The Parent Guarantor hereby jointly will, and severally absolutelywill cause the Borrower and each Guarantor to, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party the Borrower or any Guarantor, as applicable, to honor all of its obligations under this Guaranty Agreement and any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.17, or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to the Borrower, any Restricted Subsidiary or any Guarantor, as applicable, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Qualified ECP Guarantor under this Section 11.11 8.17 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding have expired or terminated (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has collateralized in accordance with this Agreement) and all LC Disbursements shall have been put in place)reimbursed. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 8.17 constitute, and this Section 11.11 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party the Borrower and any Guarantor, as applicable, for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provision of such funds or other support as contemplated by this Section 8.17 shall in no event constitute Debt or Secured Obligations and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, is in all respects permitted hereunder and thereunder.

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 Cash Collateralized 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 for which a backstop letter of credit reasonably satisfactory are not required to be repaid or cash collateralized pursuant to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constituteprovisions of any document governing such Bank Product Debt, 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.and

Keepwell. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party 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 8.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.14, 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 8.14 shall remain in full force and effect until all Commitments hereunder have this Agreement is terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent 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 made) and all of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Lenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 11.11 8.14 constitute, and this Section 11.11 8.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor.

Keepwell. (a) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party 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 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.11, 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 8.11 shall remain in full force and effect until all Commitments hereunder have this Agreement is terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent 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 made and liquidated that by the express terms of credit reasonably satisfactory to the applicable L/C Issuer has been put Loan Documents survive termination thereof and/or payment in place)full of the Obligations) and all of the Lenders’ Commitments are terminated. Each Qualified ECP Guarantor intends that this Section 11.11 8.11 constitute, and this Section 11.11 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Guarantor, or secured by the grant of any Lien by such Guarantor under any Security Instrument, shall exclude all Excluded Swap Obligations of such Guarantor.