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 to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ obligations and undertakings under this Section voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations and termination of all the Commitments. The Borrower and the Qualified ECP Guarantors intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor Loan Party at the time any Specified Loan Party either becomes jointly and severally liable for any Hedge Obligations pursuant to the terms of this Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations such Hedge Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Loan Party’s obligations and undertakings under this Section hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Loan Party under this Section 11.16 paragraph shall remain in full force and effect until Payment In Full of the all Obligations and termination of all the Commitmentshave been paid in full, in cash. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 paragraph to constitute, and this Section 11.16 paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor Party at the time that this Guaranty 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 other Loan Party as may be needed by such Loan Party from time to time by each other Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Guarantor”) to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with Guaranty in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedging Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party’s obligations and undertakings under this Section 26 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 shall remain in full force and effect until Payment In Full of the Guarantied Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Party Specified Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Party at the time that this Agreement 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 other Loan Party as may be needed by such Loan Party from time to time by each other Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedging Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party’s obligations and undertakings under this Section 9.06(f) voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 6.15 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 6.15 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 6.15 to constitute, and this Section 11.16 6.15 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrowers at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorsthe Borrowers’ obligations and undertakings under this Section 10.21 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrowers under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Borrowers intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time the joint and several liability of any Specified Loan Party (pursuant to Section 2.24 or 2.25, if applicable), or the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor of Borrower and Parent at the time the Subsidiary Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s or Parent’s obligations and undertakings under this Section 8.13 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings of each of Borrower and guaranty of the Qualified ECP Guarantors Parent under this Section 11.16 8.13 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination performed in full. Each of all the Commitments. The Borrower and the Qualified ECP Guarantors intend Parent intends this Section 11.16 8.13 to constitute, and this Section 11.16 8.13 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty, or the grant of the security interest under any Loan Document, by such Loan Party, becomes effective with respect to any Secured Hedge Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such each other Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this of such Secured Hedge Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Secured Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor hereby at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, shall jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Specified Loan Party from time to time to honor all of its obligations obligation under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ obligations Guarantor’s obligation and undertakings under this Section 6.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 6.11 shall remain in full force and effect until Payment In Full of the Finance Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 6.11 to constitute, constitute and this Section 11.16 6.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor Party at the time that this Guaranty 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 other Loan Party as may be needed by such Loan Party from time to time by each other Guarantor that is not then an "eligible contract participant" under the Commodity Exchange Act (a "Specified Guarantor") to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with Guaranty in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedging Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party's obligations and undertakings under this Section 26 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 shall remain in full force and effect until Payment In Full of the Guarantied Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, each Loan Party Specified Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor Loan Party at the time any Specified Loan Party either becomes jointly and severally liable for any Hedge Obligations pursuant to the terms of this Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations such Hedge Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Loan Party’s obligations and undertakings under this Section hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Loan Party under this Section 11.16 paragraph shall remain in full force and effect until Payment In Full of the all Obligations and termination of all the Commitmentshave been paid in full, in cash. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 paragraph to constitute, and this Section 11.16 paragraph shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ obligations and undertakings under this Section voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 shall remain in full force and effect until Payment In in Full of the Obligations and termination of all the CommitmentsObligations. The Borrower and the Qualified ECP Guarantors intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty, 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Loan Party becomes effective with respect to any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Contract (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each applicable Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 10.19 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each At the time the Guaranteed Obligations of any Specified Credit Party become effective with respect to any Swap Obligation, each Credit Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 10.21 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 6.16 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 6.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 6.16 to constitute, and this Section 11.16 6.16 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Agreement or the Guaranty, 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time this Section 4 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 other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section 4 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 4.8 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Credit Party intends this Section 11.16 4.8 to constitute, and this Section 11.16 4.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest hereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section Article X voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrowers hereby jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each other Loan Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Loan Specified Obligated Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents in respect of such Hedge Obligations and to which it is a party cause such Specified Obligated Party to be an Eligible Contract Participant (as defined in the Commodity Exchange Act) with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap all Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorsBorrowers’ obligations and undertakings under this Section 7.14 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrowers under this Section 11.16 7.14 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Borrowers intend this Section 11.16 7.14 to constitute, and this Section 11.16 7.14 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of, each Loan Specified Obligated Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor of Borrower and Parent at the time the Subsidiary Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s or Parent’s obligations and undertakings under this Section 8.16 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings of each of Borrower and guaranty of the Qualified ECP Guarantors Parent under this Section 11.16 8.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination performed in full. Each of all the Commitments. The Borrower and the Qualified ECP Guarantors intend Parent intends this Section 11.16 8.16 to constitute, and this Section 11.16 8.16 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP At the time the guaranty hereunder by any Specified Loan Party becomes effective with respect to any Swap Obligation, each Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with Guaranty in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the each Guarantor’s obligations and undertakings under this Section 2, or otherwise under this Guaranty, voidable under applicable Law, including applicable Law relating to of fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Guarantor intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly The Parent and severally the Borrower shall absolutely, unconditionally and irrevocably undertakes undertake (and hereby does so undertake) to provide such funds or other support to each other Specified Loan Party with respect to Derivatives Obligations constituting Guaranteed Obligations as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with Guaranty in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations such Derivatives Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ obligations and the Parent’s or the Borrower’s undertakings under this Section hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Parent and the Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all performed in full and the CommitmentsGuaranty has been terminated. The Borrower Parent and the Qualified ECP Guarantors Borrower intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Administrative Borrower at the time any 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Administrative Borrower’s obligations and undertakings under this Section 10.08 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Administrative Borrower under this Section 11.16 10.08 shall remain in full force and effect until Payment In Full the termination of the Aggregate Commitments, the payment in full of all Obligations and the expiration or termination of all the CommitmentsLetters of Credit. The Administrative Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 10.08 to constitute, and this Section 11.16 10.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower, at the time the Guaranty by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with its Guaranty in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X void or voidable under applicable Law law relating to unlawful financial assistance (within the meaning of Section 2:98 of the Dutch Civil Code or any equivalent and applicable provisions under the laws of the jurisdiction of incorporate of the relevant Borrower), fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 10.20 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 10.20 to constitute, and this Section 11.16 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 11.12 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent obligations for which no claim has been made) have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 Section11.12 to constitute, and this Section 11.16 11.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Guarantor, at the time the Guaranty or the grant of a security interest under the Credit Documents, in either case, by any Specified Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Guarantor’s obligations and undertakings under this Section 4.08, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Guarantor under this Section 11.16 4.08 shall remain in full force and effect until Payment In Full of the Guaranteed Obligations have been paid in full and termination of all the Commitmentscommitments relating thereto have expired or terminated. The Borrower and the Qualified ECP Guarantors intend Guarantor intends this Section 11.16 4.08 to constitute, and this Section 11.16 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor of Parent and Borrower at the time the Subsidiary Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s or Parent’s obligations and undertakings under this Section 7.19 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings of each of Borrower and guaranty of the Qualified ECP Guarantors Parent under this Section 11.16 7.19 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination performed in full. Each of all the Commitments. The Borrower and the Qualified ECP Guarantors intend Parent intends this Section 11.16 7.19 to constitute, and this Section 11.16 7.19 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Loan Party becomes effective with respect to any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Contract (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time the joint and several liability of any Specified Loan Party (pursuant to Section 2.19, if applicable), or the Subsidiary Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Company hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Obligated Party with respect to Indebtedness in respect of any Financial Hedge as may be needed by such Loan Specified Obligated Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents in respect of such Indebtedness in respect of any Financial Hedge and to which it is a party cause such Specified Obligated Party to be an Eligible Contract Participant with respect to Swap Obligations permitted under this Agreement that would, all Indebtedness in the absence respect of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations any Financial Hedge (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Company’s obligations and undertakings under this Section 8.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Company under this Section 11.16 8.20 shall remain in full force and effect until Payment In Full of the Obligations Obligation has been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Company intends this Section 11.16 8.20 to constitute, and this Section 11.16 8.20 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of, each Loan Specified Obligated Party for all purposes of the Commodity Exchange Act. (m) The Credit Agreement is hereby amended to add the following new Section 9.13:

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Loan Specified Obligated Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents in respect of such Hedge Obligations and to which it is a party cause such Specified Obligated Party to be an Eligible Contract Participant with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap all Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 7.14 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 7.14 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 7.14 to constitute, and this Section 11.16 7.14 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of, each Loan Specified Obligated Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Party at the time that this Credit Agreement becomes effective with respect to any Hedge Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Party”) to honor all of its obligations under this Credit Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party’s obligations and undertakings under this Section §7.19 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 §7.19 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 §7.18 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Party for all purposes of the Commodity Exchange Act.

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 as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement and the other each Loan Documents to which it is a party with Document in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (butprovided, in each casehowever, that Borrower shall only up to be liable under this Section 8.16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ its obligations and undertakings under this Section 8.16, or otherwise under this Agreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty obligations of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full all of the Obligations have been fully and termination of all the Commitmentsfinally paid. The Borrower and the Qualified ECP Guarantors intend intends that this Section 11.16 to 8.16 constitute, and this Section 11.16 8.16 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower covenants and agrees with the Lenders that:

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 9.18 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor At the time the Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, the Borrower hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section Article IX voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 9.14 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 9.14 to constitute, and this Section 11.16 9.14 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Electing Party B (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support with respect to each other Loan Party any Swap Obligation hereunder as may be needed by any Party B that is not an “eligible contract participant,” as such Loan term is defined in the U.S. Commodity Exchange Act, as amended (each, a “Specified Party B”) as may be needed by any such Specified Party B from time to time to honor all of its such Specified Party B’s obligations under this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Electing Party B’s obligations and undertakings under this Section Part 5(o) voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty obligations of the Qualified ECP Guarantors each Electing Party B under this Section 11.16 Part 5(o) shall remain in full force and effect until Payment In Full all of the Swap Obligations hereunder have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Electing Party B intends this Section 11.16 Part 5(o) to constitute, and this Section 11.16 Part 5(o) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Party B for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act.. As used herein,

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Party at the time that this Agreement 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 other Loan Party as may be needed by such Loan Party from time to time by each other Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedging Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party’s obligations and undertakings under this Section SECTION 9.06(f) voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 9.18 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. [Remainder of page left intentionally blank.]

Keepwell. Each Without derogation from the foregoing or any other provision of this Guarantee, at any time during which any Guarantor is a Qualified ECP Guarantor, to the fullest extent permitted by applicable law, such Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each Other Credit Party to honor honour all of its obligations under its respective guarantee (including this Agreement and the other Loan Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that wouldGuarantee, as applicable), in the absence each case in respect of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (butprovided, in each casehowever, that such Guarantor shall only up to be liable under this Section 12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ its obligations and undertakings under this Section 12, 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, undertakings and guaranty obligations of the Qualified ECP Guarantors each Guarantor under this Section 11.16 11 shall remain in full force and effect until Payment In Full of this Guarantee is discharged in accordance with the Obligations and termination of all the CommitmentsCredit Agreement or otherwise in accordance with its terms. The Borrower and the Qualified ECP Guarantors intend Each Guarantor intends that this Section 11.16 to 12 constitute, and this Section 11.16 12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Loan Other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrowers at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorsthe Borrowers’ obligations and undertakings under this Section 10.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrowers under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Borrowers intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Parent hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Parent’s obligations and undertakings under this Section 13.10 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount)) and without limitation of the foregoing, Parent hereby absolutely, unconditionally and irrevocably guarantees the payment and performance by each Specified Credit Party of its obligations under the Credit Documents with respect to all Swap Obligations. The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Parent under this Section 11.16 13.10 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Parent intends this Section 11.16 13.10 to constitute, and this Section 11.16 13.10 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each To the extent that the New Guarantor is a Qualified ECP Guarantor Guarantor, it hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Credit Party to honor all of its obligations under this Agreement and or the other Loan Documents Existing GCA, in each instance, in respect of Swap Obligations (provided, however, that the New Guarantor, to which the extent it is a party with respect to Swap Obligations permitted Qualified ECP Guarantor, shall only be liable under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to 2.03 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ its obligations and undertakings under this Section 2.03, or otherwise under this Agreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty obligations of the New Guarantor, to the extent it is a Qualified ECP Guarantors Guarantor, under this Section 11.16 2.03 shall remain in full force and effect until Payment In Full of the Obligations and termination of all the CommitmentsSecurity Termination has occurred. The Borrower and New Guarantor, to the extent it is a Qualified ECP Guarantors intend Guarantor, intends that this Section 11.16 to 2.03 constitute, and this Section 11.16 2.03 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Loan other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Subsidiary Guaranty, or the grant of the security interest under any Loan Document, by such Loan Party, becomes effective with respect to any Secured Hedge Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such each other Loan Party from time to time to honor all of its obligations under this Agreement its Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this of such Secured Hedge Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee Guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Secured Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time this Section 2 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 other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section 2 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 2(h) shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Credit Party intends this Section 11.16 2(h) to constitute, and this Section 11.16 2(h) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrowers at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorsthe Borrowers’ obligations and undertakings under this Section 10.21 voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrowers under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Borrowers intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Party at the time that this Agreement becomes effective with respect to any Hedge Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Party”) to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party’s obligations and undertakings under this Section §7.22 voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 §7.22 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 §7.22 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally absolutely and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement the guaranty provided herein and under the other Loan Documents to which it is a party including Obligations with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, 16 otherwise constitute Excluded Swap Obligations (but, but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ its obligations and undertakings under this Section 16 or otherwise under this Continuing Guaranty or any Loan Document, as it relates to such other Loan Parties, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 16 shall remain in full force and effect until Payment In Full of the all Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Loan Parties intend that this Section 11.16 to 16 constitute, and this Section 11.16 16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each other Loan Party for all purposes of the Commodity Exchange Act.. Amended and Restated Continuing Guaranty Loan No. RX0583

Keepwell. Each Qualified ECP Guarantor The Borrowers at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorsthe Borrowers’ obligations and undertakings under this Section 10.21 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrowers under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Borrowers intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. [Remainder of page intentionally left blank; signature pages follow.] 70290124_9

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutelyAbsolutely, unconditionally and irrevocably undertakes undertake (and the Borrower hereby does so undertake) to provide such funds or other support to each other Specified Loan Party with respect to Swap Obligations constituting Obligations as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ obligations and the Borrower’s undertakings under this Section hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all performed in full and the CommitmentsSubsidiary Guaranty has been terminated. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount)) and without limitation of the foregoing, the Borrower hereby absolutely, unconditionally and irrevocably guarantees the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations. The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the monetary Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guarantee or the grant of the security interest hereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement Guarantee and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 7.11 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 7.11 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 7.11 to constitute, and this Section 11.16 7.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor of Borrower and Parent at the time the Subsidiary Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s or Parent’s obligations and undertakings under this Section 8.13 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings of each of Borrower and guaranty of the Qualified ECP Guarantors Parent under this Section 11.16 8.13 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination performed in full. Each of all the Commitments. The Borrower and the Qualified ECP Guarantors intend Parent intends this Section 11.16 8.13 to constitute, and this Section 11.16 8.13 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each At the time the Guaranteed Obligations of any Specified Credit Party become effective with respect to any Swap Obligation, each Credit Party that is a Qualified ECP Guarantor hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Transaction Party as may be needed by such Loan Transaction Party from time to time to honor all of its obligations under this Agreement and the other Loan Credit Documents to which it is a party with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.169.22, 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 such Qualified ECP Guarantors’ obligations and undertakings under this Section voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 9.22 shall remain in full force and effect until Payment In Full payment in full of the Secured Obligations and termination of all the CommitmentsDelayed Draw Commitment. The Borrower and the Qualified ECP Guarantors intend this Section 11.16 9.22 to constitute, and this Section 11.16 9.22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Transaction Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower, at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum 4877- 6131- 2829 v.16 74 amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 6.14 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 6.14 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 6.14 to constitute, and this Section 11.16 6.14 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty, 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Article XI voidable under applicable Law lawLa w relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors - 141 - NAI-1535672020v11535672020v8 each Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty, 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Article XI voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 6.15 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 6.15 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 6.15 to constitute, and this Section 11.16 6.15 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Article X voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 10.11 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 10.11 to constitute, and this Section 11.16 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally absolutely and irrevocably undertakes to provide such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement the guaranty provided herein and under the other Loan Documents to which it is a party including Obligations with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, 16 otherwise constitute Excluded Swap Obligations (but, but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ its obligations and undertakings under this Section 16 or otherwise under this Continuing Guaranty or any Loan Document, as it relates to such other Loan Parties, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 16 shall remain in full force and effect until Payment In Full of the all Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Loan Parties intend that this Section 11.16 to 16 constitute, and this Section 11.16 16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each other Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Guaranty, 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor's obligations and undertakings under this Section 23 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Fraudulent Transfer Laws and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations and termination of all the CommitmentsRelease Date. The Borrower and the Each Qualified ECP Guarantors intend Guarantor intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section Article X voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutelyAbsolutely, unconditionally and irrevocably undertakes undertake (and the Borrower hereby does so undertake) to provide such funds or other support to each other Specified Loan Party with respect to Swap Obligations constituting Obligations as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Subsidiary Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ obligations and the Borrower’s undertakings under this Section hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all performed in full and the CommitmentsSubsidiary Guaranty has been terminated. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrowers hereby jointly and severally absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each other Loan Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Loan Specified Obligated Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents in respect of such Hedge Obligations and to which it is a party cause such Specified Obligated Party to be an Eligible Contract Participant (as defined in the Commodity 37 4864-5069-8851 v.9 Exchange Act) with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap all Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorsBorrowers’ obligations and undertakings under this Section 7.14 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrowers under this Section 11.16 7.14 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors Borrowers intend this Section 11.16 7.14 to constitute, and this Section 11.16 7.14 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of, each Loan Specified Obligated Party for all purposes of the Commodity Exchange Act.

Keepwell. Each The Qualified ECP Guarantor Guarantors hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each other Specified Loan Party with respect to any Swap Obligation secured by the grant of a Lien under the Loan Documents by such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP the Guarantors’ obligations and undertakings under this Section Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors under this Section 11.16 2.8 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower, at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 11.19 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act.,

Keepwell. Each If the Borrower is a Qualified ECP Guarantor at the time the guarantee or the grant of a security interest under the Loan Documents by any Specified Loan Party becomes effective with respect to any Hedge Obligation, the Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations such Hedge Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred by the Borrower without rendering such Qualified ECP Guarantors’ its obligations and undertakings under this Section 17.10 or otherwise under this Agreement voidable under applicable Law relating to fraudulent conveyance bankruptcy or fraudulent transferinsolvency laws, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor At the time the Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, the Borrower hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Credit Party with respect to such Swap Obligation as may be needed by such Loan Specified Credit Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Credit Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section Article IX voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 10.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time the joint and several liability of any Specified Loan Party (pursuant to Section 2.24 or 2.25, if applicable), or the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the 177177 Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower’s obligations and undertakings under this Section 10.23 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act..   129

Keepwell. Each Qualified ECP Guarantor Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Loan Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Loan Specified Obligated Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents in respect of such Hedge Obligations and to which it is a party cause such Specified Obligated Party to be an Eligible Contract Participant with respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap all Hedge Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 10.13 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 10.13 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 10.13 to constitute, and this Section 11.16 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of, each Loan Specified Obligated Party for all purposes of the Commodity Exchange Act.

Keepwell. Each If the Company is a Qualified ECP Guarantor at the time any Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section 11.07 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Company under this Section 11.16 11.07 shall remain in full force and effect until Payment In Full of the Guaranteed Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Company intends this Section 11.16 11.07 to constitute, and this Section 11.16 11.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally (subject to Section 1.12), absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 4.07 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 4.07 to constitute, and this Section 11.16 4.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Guarantor’s obligations and undertakings under this Section Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transferFraudulent Transfer Laws, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Guarantor under this Section 11.16 Guaranty shall remain in full force and effect until Payment In Full of the Obligations and termination of all the Commitmentshave been indefeasibly Paid in Full. The Borrower and the Qualified ECP Guarantors intend Each Loan Party intends this Section 11.16 13 to constitute, and this Section 11.16 13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement the Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section 6.16 voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 6.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 6.16 to constitute, and this Section 11.16 6.16 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor at the time the joint and several liability of any Specified Loan Party (pursuant to Section 2.24 or 2.25, if applicable), or the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan 169 Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor Party at the time that this Guaranty 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 other Loan Party as may be needed by such Loan Party from time to time by each other Guarantor that is not then an "eligible contract participant" under the Commodity Exchange Act (a "Specified Guarantor") to honor all of its obligations under this Agreement and the other Loan Documents to which it is a party with Guaranty in respect to Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Hedging Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Party's obligations and undertakings under this Section 30 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the each Qualified ECP Guarantors Party under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations obligations guarantied hereby have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Each Qualified ECP Guarantors intend Party intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, each Loan Party Specified Guarantor for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Administrative Borrower at the time any 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 other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Administrative Borrower’s obligations and undertakings under this Section 10.08 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Administrative Borrower under this Section 11.16 10.08 shall remain in full force and effect until Payment In Full of the Obligations and termination of all the Commitmentshave been indefeasibly paid in full. The Administrative Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 10.08 to constitute, and this Section 11.16 10.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.”;

Keepwell. Each Qualified ECP Guarantor Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guaranty and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Borrower’s obligations and undertakings under this Section Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Each Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement its Guarantee and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ the Borrower's obligations and undertakings under this Section 10.19 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors Borrower under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations have been indefeasibly paid and termination of all the Commitmentsperformed in full. The Borrower and the Qualified ECP Guarantors intend intends this Section 11.16 to constitute, and this Section 11.16 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP of the Guarantors and the Borrowers that is not an Excluded Swap Guarantor at the time the guarantee hereunder by any 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 other Loan Party with respect to such Swap Obligation as may be needed by such Loan Party from time to time to honor all of its obligations under this Agreement its guarantee and the other Loan Documents to which it is a party with in respect to of such Swap Obligations permitted under this Agreement that would, in the absence of the agreement in this Section 11.16, otherwise constitute Excluded Swap Obligations Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors’ Loan Party’s obligations and undertakings under this Section the guarantee voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations, obligations and undertakings and guaranty of the Qualified ECP Guarantors each such Loan Party under this Section 11.16 2.07 shall remain in full force and effect until Payment In Full of the Secured Obligations and termination of all the Commitmentshave been paid in full. The Borrower and the Qualified ECP Guarantors intend Each such Loan Party intends this Section 11.16 to constitute, and this Section 11.16 2.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, each Loan Party for all purposes of §1a(18)(A)(v)(II) of the Commodity Exchange Act.