Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 10.23, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10.23 shall remain in full force and effect until the guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 10.23 constitute, and this Section 10.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party (including the Borrower) at the time this Agreement becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of each such other Loan Credit Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those other than to the extent that such Credit Party is the primary obligor with respect to such Swap Obligations (provided, however, that Obligation and each Qualified ECP Guarantor shall only be liable under this Section 3.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 3.10, or otherwise under this Agreement or any Guarantee, as it relates to such other Loan DocumentCredit Party, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 3.10 constitute, and this Section 3.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party The Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article X voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor The Borrower intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of such other Loan Credit Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Obligations Guarantee in respect to of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section 7.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.10, or otherwise under this Agreement or any other Loan DocumentObligations Guarantee, as it relates to such Credit Party, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.10 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or terminatedbeen cancelled. Each Qualified ECP Guarantor intends that this Section 7.10 constitute, and this Section 7.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with and the other Loan Documents in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article XI voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of date upon which all Commitments under this Agreement) Agreement have been terminated and all Obligations have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor party Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its any Guaranty including those with made by it in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Paid in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor intends that this his Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor party hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of such Non-Qualifying Party’s obligations under this Agreement or any other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 12.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 12.24, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 12.24 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedother Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 12.24 constitute, and this Section 12.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the guarantee contained in this Section 3 in respect to of Swap Obligations (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 3.11, or otherwise under the guarantee contained in this Agreement or any Section 3, as it relates to such other Loan DocumentObligor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of all the Secured Obligations (other than in respect of indemnities and contingent indemnification obligations that survive the termination of this Agreement) have been paid in full Obligations not then due and the Commitments have expired or terminatedpayable). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor party Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its the guaranty contained in the Guaranty including those with and Security Agreement made by it in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Paid in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor party Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its the guaranty contained in the Guaranty including those with and Security Agreement made by it in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Paid in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.18, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 9.18 constitute, and this Section 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Obligations (or Foreign Obligations, as applicable) consisting of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 4.11, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.11 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreementcircumstances described in Section 11.20(b) shall have been paid in full and the Commitments have expired or terminatedoccurred. Each Qualified ECP Guarantor intends that this Section 4.11 constitute, and this Section 4.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party (or Foreign Loan Party, in the case of a Qualified ECP Guarantor that is a Foreign Loan Party) for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 11.11, or otherwise under this Agreement or any other Guarantee, as it relates to such Loan DocumentParty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the all Commitments hereunder have terminated, and all Loans or other Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) hereunder which are accrued and payable have been paid in full and the Commitments have expired or terminatedsatisfied. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.17, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 9.17 constitute, and this Section 9.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this guarantee in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.7, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.7 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations (and the other than contingent indemnification obligations that survive the termination of this Agreement) Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have expired or terminatedbeen terminated and no Letters of Credit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.7 constitute, and this Section 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this guarantee in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 3.8, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 3.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations (and the other than contingent indemnification obligations that survive the termination of this Agreement) Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have expired or terminatedbeen terminated and no Letters of Credit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.8 constitute, and this Section 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Hedge Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, and undertakings hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect until the all Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedfull, in cash. Each Qualified ECP Guarantor Borrower intends that this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Qualified ECP Guarantor party The Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Guarantor as may be needed by such Guarantor from time to time by each other Loan Party to honor all of such its obligations under the Guaranty Agreement and the other Loan Party’s (a) Documents to which it is a party in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to that would, in absence of the agreement in this Section 11.21, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 11.21 voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 11.21 shall remain in full force and effect until the Secured Obligations (other than contingent indemnification indemnity and similar obligations that survive the termination of this Agreementare not then due and payable) have been indefeasibly paid and performed in full and the Aggregate Commitments have expired or been terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 11.21 to constitute, and this Section 11.21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party 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 Loan Party to honor all of such its obligations under this Agreement and the other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those Documents to which it is a party with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable permitted under this Agreement that would, in the absence of the agreement in this Section for 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantors’ obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations obligations, undertakings and guaranty of each the Qualified ECP Guarantor Guarantors under this Section 11.16 shall remain in full force and effect until Payment In Full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full all the Commitments. The Borrower and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that 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 of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party 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 as may be needed from time to time by each other Loan Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of such its obligations under this Agreement and the other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Documents in respect to Swap of Hedging Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 9.06(f) voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Party intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the this Agreement in respect to Swap of Hedge Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 14.10(a), or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14.10(a) shall remain in full force and effect until the guarantees in respect of Hedge Obligations (other than contingent indemnification obligations that survive under each Secured Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 14.10(a) constitute, and this Section 14.10(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.25, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor party 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 as may be needed from time to time by each other Loan Party Guarantor that is not then an "eligible contract participant" under the Commodity Exchange Act (a "Specified Guarantor") to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to Swap of Hedging Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party's obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 26 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section shall remain in full force and effect until the Guarantied Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Party intends that this Section to constitute, and this Section shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable any Requirement of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the payment in full in cash of all the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 as may be needed from time to time by each other Loan Party from time to time to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with and the other Loan Documents in respect of such Secured Hedge Agreement (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Secured Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally Borrower absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party that is not a Qualified ECP Credit Party to honor all of such other Loan Credit Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with any Financing Document in respect to of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor Borrower shall only be liable under this Section 11.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 11.18, or otherwise under this Agreement or any Agreement, as it relates to such other Loan DocumentCredit Party, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Borrower under this Section 11.18 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of for so long as this Agreement) have been paid Agreement shall remain in full and the Commitments have expired or terminatedeffect. Each Qualified ECP Guarantor Borrower intends that this Section 11.18 constitute, and this Section 11.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 as may be needed to each Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations its obligation under its Guaranty including those with and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations such Qualified ECP Guarantor’s obligation and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 6.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 6.11 shall remain in full force and effect until the Finance Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section constitute, 6.11 to constitute and this Section 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 of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor party Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its the guaranty contained in the Guaranty including those with and Security Agreement made by it in respect to of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Paid in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its the Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.20, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 9.20 constitute, and this Section 9.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 10.18, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 10.18 constitute, and this Section 10.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the guarantee contained in this Section 3 in respect to of Swap Obligations (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 3.11, or otherwise under the guarantee contained in this Agreement or any Section 3, as it relates to such other Loan DocumentObligor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 3.11 shall remain in full force and effect until payment in full of all the Secured Obligations (other than in respect of indemnities and contingent indemnification obligations that survive the termination of this Agreement) have been paid in full Obligations not then due and the Commitments have expired or terminatedpayable). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the indefeasible payment in full in cash of all the Obligations (other than Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations that survive the termination of this Agreement) have been paid and other contingent obligations, in full and the Commitments have expired each case not then due or terminatedasserted). Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower and each other Loan Party, to the extent constituting a Qualified ECP Guarantor party Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its the guaranty contained in the Guaranty including those with made by it in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect at all times hereafter until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid Paid in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor intends that this Section shall constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Hedge Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, and undertakings hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect until the all Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedfull, in cash. Each Qualified ECP Guarantor Loan Party intends that this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the payment in full in cash of all the Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have for indemnification, expense reimbursement, tax gross up or yield protection as to which no claim has been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Borrower at the time the Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such its obligations under the Guaranty and the other Loan Party’s Documents in respect of such Swap Obligation (a) Swap Obligations and (b) obligations under its Guaranty including those with respect but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 6.16 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 6.16 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Borrower intends that this Section 6.16 to constitute, and this Section 6.16 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Swap Contract (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, and undertakings voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Loan Party intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other applicable Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.13, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 7.13 shall remain in full force and effect until all of the Guaranteed Obligations (and all other than contingent indemnification obligations that survive the termination of amounts payable under this Agreement) Agreement shall have been paid in full and the all Commitments have terminated or expired or terminatedbeen cancelled. Each Qualified ECP Guarantor Loan Party intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Obligor to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the guarantee contained in this Section 3 in respect to of Swap Obligations (provided, however, however that each Qualified ECP Guarantor shall only be liable under this Section 3.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 3.11, or otherwise under the guarantee contained in this Agreement or any Section 3, as it relates to such other Loan DocumentObligor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 3.11 shall remain in full force and effect until payment in full of all the Secured Obligations (other than in respect of indemnities and contingent indemnification obligations that survive the termination of this Agreement) have been paid in full Obligations not then due and the Commitments have expired or terminatedpayable). Each Qualified ECP Guarantor intends that this Section 3.11 constitute, and this Section 3.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Obligor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.14, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until all of the Secured Obligations and all other amounts payable under this Agreement (other than excluding contingent obligations for indemnification obligations that survive the termination of this Agreementnot yet due) shall have been paid in full in cash and the Commitments shall have expired or been terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 5.14 constitute, and this Section 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party a Guarantor of Payment to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its any Guaranty including those with of Payment in respect to Swap Obligations of Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.22, or otherwise under this Agreement or any other Loan DocumentGuaranty of Payment, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Company under this Section 5.22 shall remain in full force and effect until payment in full of all of the Obligations (other than contingent indemnification obligations that survive and the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedhereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section 5.22 constitute, and this Section 5.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party 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 Loan Party to honor all of such its obligations under this Agreement and the other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those Documents to which it is a party with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable permitted under this Agreement that would, in the absence of the agreement in this Section for 11.16, otherwise constitute Excluded Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantors’ obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations obligations, undertakings and guaranty of each the Qualified ECP Guarantor Guarantors under this Section 11.16 shall remain in full force and effect until Payment in Full of the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full Obligations. The Borrower and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that 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 of, each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party 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 Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Credit Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 4 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.8 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Credit Party intends that this Section 4.8 to constitute, and this Section 4.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 9.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.08, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 9.08 shall remain in full force and effect until all of the Guaranteed Obligations and all other amounts payable under this Agreement shall have been paid in full in cash (other than contingent indemnification obligations that survive the termination of this Agreement(including costs and expenses related thereto) have not then payable for which no claim has been paid in full and the Commitments have expired or terminatedasserted). Each Qualified ECP Guarantor Loan Party intends that this Section 9.08 constitute, and this Section 9.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Credit Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with Article 7 hereof in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Credit Party shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.13, or otherwise under this Agreement or any other Loan DocumentArticle 7 hereof, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Credit Party under this Section 7.13 shall remain in full force and effect so long as any Commitment is in effect and until the payment in full of all Obligations (other than contingent or indemnification obligations to which no claim has been asserted or that survive the termination of this Agreement) have been paid in full are not then due and the Commitments have expired or terminatedpayable and Secured Swap Obligations). Each Qualified ECP Guarantor Credit Party intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.12, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount); provided, that for the avoidance of doubt, any Foreign Subsidiary that is a CFC and any Qualified CFC Holding Company shall not make any contribution in support of any Obligations of the Borrowers. The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Guaranteed Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section 7.12 constitute, and this Section 7.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.13, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or terminatedhave been cancelled or Cash Collateralized with at least 103% coverage. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Borrower that is a Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Borrower that is not a Qualified ECP Guarantor (each a “Specified Loan Party”) as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Borrower’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor such Borrower under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) all Revolving Loans have been paid in full fully and the Commitments finally paid, performed and discharged and all obligations of Lenders to make disbursements under this Agreement have expired or terminated. Each Qualified ECP Guarantor Borrower intends that this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this guarantee in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.8, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until the Borrower Obligations (other than contingent indemnification and the obligations that survive of each Guarantor under the termination of guarantee contained in this Agreement) Section 2 shall have been paid in satisfied by full and final payment in cash, no Letter of Credit shall be outstanding and the Revolving Credit Commitments have expired or shall be terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement and the other First Lien Loan Documents in respect to of Secured Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 5.14 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.14, or otherwise under this Agreement or any the other First Lien Loan DocumentDocuments, voidable under applicable Law relating to law, including fraudulent conveyance or fraudulent transfertransfer laws, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 5.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Termination Date has occurred, in each case, in accordance with and subject to the termination limitations set forth in Section 9.05 of this the First Lien Credit Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 5.14 constitute, and this Section 5.14 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Section 10 in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 10.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 10.10, or otherwise under this Agreement or any other Section 10, as it relates to such Loan DocumentParty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 10 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall have been indefeasibly paid in full and the Revolving Loan Commitments shall have terminated and all Letters of Credit shall have expired or terminatedbeen cancelled. Each Qualified ECP Guarantor intends that this Section 10.10 constitute, and this Section 10.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.

Keepwell. Each The Borrower, to the extent it is a Qualified ECP Guarantor party Guarantor, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party the Borrower to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Article X in respect to Swap Obligations of Designated Hedge Agreements (provided, however, that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 10.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 10.08, or otherwise under this Agreement or any other Loan DocumentArticle X, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Company under this Section 10.08 shall remain in full force and effect until payment in full of all of the Obligations (other than contingent indemnification obligations, unasserted expense reimbursement obligations and Letters of Credit that survive have been Cash Collateralized or backstopped) and the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedhereunder. Each Qualified ECP Guarantor The Borrower intends that this Section 10.08 constitute, and this Section 10.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.26, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 8.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 8.26 constitute, and this Section 8.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until until, subject to Section 2.04, the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid payment in full and in cash of all the Commitments have expired or terminatedSecured Obligations to the extent necessary to cause the Termination Date to occur. Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.25, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.25 shall remain in full force and effect until the Guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 9.25 constitute, and this Section 9.25 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 8.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 8.11, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive Aggregate Commitment has expired or terminated and the termination principal of this Agreement) and interest on each Loan and all fees payable hereunder have been paid in full and the Commitments all Letters of Credit have expired or terminatedterminated and all LC Disbursements shall have been reimbursed. Each Qualified ECP Guarantor intends that this Section 8.11 constitute, and this Section 8.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.8, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Hedge Agreements and other than contingent indemnification indemnity obligations that survive the termination of this Agreementnot due and payable) shall have been paid in full and full, the Commitments have expired or terminatedbeen terminated and no Letters of Credit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 Loan Party with respect to such Swap Contract as may be needed by such Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Swap Contract (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, and undertakings voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Loan Party intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constituteconstitutes, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Domestic Loan Party that is a Qualified ECP Guarantor party at the time the Guaranty in this Article IV by any Domestic Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such its obligations under this Guaranty and the other Loan Party’s Documents in respect of such Swap Obligation (a) Swap Obligations and (b) obligations under its Guaranty including those with respect but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Loan Party intends that this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.23, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the US Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 9.23 constitute, and this Section 9.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party hereunder to honor all of such its obligations under this Agreement and the other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Documents in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.7, or otherwise under this Agreement or any other Agreement, as it relates to such Loan DocumentParty, voidable under applicable any Requirement of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.7 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall have been indefeasibly paid in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section 2.7 constitute, and this Section 2.7 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with hereunder in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 9.22 or otherwise under this Agreement or any other Loan Document, hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all Obligations shall have been indefeasibly paid in full, the Obligations Revolving Commitments shall have terminated or expired and all Letters of Credit (other than contingent indemnification obligations that survive Letters of Credit as to which other arrangements satisfactory to the termination of this Agreement) Administrative Agent and the Issuing Bank have been paid in full and the Commitments made) shall have expired terminated or terminatedexpired. Each Qualified ECP Guarantor intends that this Section 9.22 constitute, and this Section 9.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) its payment obligations under the Guaranty and Security Agreement in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.26, or otherwise under this Agreement or any other Loan Documentthe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.26 shall remain in full force and effect until the guarantees in respect of Swap Obligations (other than contingent indemnification obligations that survive under each Secured Rate Contract have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 9.26 constitute, and this Section 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.18, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 9.18 constitute, and this Section 9.18 shall be deemed to constitute, a “"keepwell, support, or other agreement” " for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party Loan Party at the time any Specified Hedging Party either becomes jointly and severally liable for any Hedge Obligations pursuant to the terms of this Agreement or grants a security interest to secure Hedge Obligations, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Hedging Party with respect to such Hedge Obligation as may be needed by such Specified Hedging Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Hedge Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, and undertakings hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect until the all Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedfull, in cash. Each Qualified ECP Guarantor Borrower intends that this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Hedging Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party to honor all of such its obligations under the Guaranty and Security Agreement and the other Loan Party’s (a) Documents in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, Obligations; provided that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all of the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid in full and the all Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.18, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the termination of all Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations that survive obligations) and the expiration or termination of this Agreement) all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Lender have been paid in full and the Commitments have expired or terminatedmade). Each Qualified ECP Guarantor intends that this Section 9.18 constitute, and this Section 9.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this guarantee in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.13, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or terminatedbeen cancelled. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each To the extent Holdings is a Qualified ECP Guarantor party hereby Loan Party (defined below), it, jointly and severally with each other Qualified ECP Loan Party, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party hereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with the Loan Documents in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Holdings shall only be liable under this Section 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 19, or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Holdings under this Section 19 shall remain in full force and effect until the earlier of (a) all of the Obligations (excluding contingent obligations as to which no claim has been made) and all other than contingent indemnification obligations that survive the termination of amounts payable under this Agreement) Agreement shall have been paid in full and the all Commitments have terminated or expired or terminated. Each Qualified ECP Guarantor intends that this Section constitutebeen cancelled, and (b) the release or termination of this Agreement and guarantees by Holdings pursuant to Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act17 hereof.

Keepwell. Each Qualified ECP Guarantor party Loan Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with the Guarantee Agreement, the Collateral Agreement or any other Loan Document in respect to of Swap Obligations (providedObligations, however, provided that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 2.04 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.04, or otherwise under this Agreement, the Guarantee Agreement, the Collateral Agreement or any other Loan Document, as it relates to such Loan Party, voidable under applicable Law law relating to preferences, fraudulent conveyance or fraudulent transfertransfer or transfer at undervalue, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 2.04 shall remain in full force and effect until the Obligations (other than wholly contingent indemnification obligations that survive the termination of this Agreementobligations) then due and owing have been indefeasibly paid in full and the Commitments have expired or terminatedin cash. Each Qualified ECP Guarantor Loan Party intends that this Section 2.04 constitute, and this Section 2.04 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.”.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party 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 as may be needed from time to time by each other Loan Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) to honor all of such its obligations under this Agreement and the other Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with Documents in respect to Swap of Hedging Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, SECTION 9.06(f) voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Party intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 as may be needed from time to time by each other Loan Party from time to time to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Subsidiary Guaranty including those with and the other Loan Documents in respect of such Secured Hedge Agreement (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section to constitute, and this Section shall be deemed to constitute, a Guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Secured Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby shall, and Borrower shall cause each Qualified ECP Guarantor to, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes undertake to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, section voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Loan Party intends that this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) ,of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party 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 Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Credit Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 2 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2(h) shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Credit Party intends that this Section 2(h) to constitute, and this Section 2(h) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 NYDOCS03/1107437.11107437.2 Agreement, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Hedge Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Hedge Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Loan Party’s obligations under this Section, or otherwise under this Agreement or any other Loan Document, and undertakings hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section paragraph shall remain in full force and effect until the all Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedfull, in cash. Each Qualified ECP Guarantor Borrower intends that this Section paragraph to constitute, and this Section paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange ActAct and applicable CFTC Regulations.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Subsidiary Loan Party that is not, but for this Section 2.07, a Qualified ECP Guarantor (each, a “Specified Loan Party) with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the Loan Documents in respect of such Swap Obligation (but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article II voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section shall remain in full force and effect until such time as the Obligations (other than contingent indemnification obligations Contingent Obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 2.07 to constitute, and this Section 2.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the this Agreement in respect to Swap of Hedge Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 14.10(a), or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable applicableApplicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14.10(a) shall remain in full force and effect until the guarantees in respect of Hedge Obligations (other than contingent indemnification obligations that survive under each Secured Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 14.10(a) constitute, and this Section 14.10(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor party 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 Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such its obligations under this Guaranty and the other Loan Party’s Documents in respect of such Swap Obligation (a) Swap Obligations and (b) obligations under its Guaranty including those with respect but, in each case, only up to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.07 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Loan Party intends that this Section 4.07 to constitute, and this Section 4.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party and each Limited Guarantor, as the case may be, to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Agreement or the Limited Recourse Guaranty including those with of such Limited Guarantor in respect to of Swap Obligations (provided, however, that each any Qualified ECP Guarantor shall only be liable under this Section 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 4.16, or otherwise under this Agreement or any Agreement, as it relates to such other Loan DocumentParty or such Limited Guarantor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 4.16 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedAgreement pursuant to its terms. Each Qualified ECP Guarantor intends that this Section 4.16 constitute, and this Section 4.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each Limited Guarantor for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 9.13, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 9.13 shall remain in full force and effect until the Guaranteed Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or terminatedhave been cancelled or Cash Collateralized in an amount equal to 102% of the amount of LC Exposure thereof. Each Qualified ECP Guarantor intends that this Section 9.13 constitute, and this Section 9.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this guarantee in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 2.8, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 2.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations and the other Obligations (other than contingent indemnification obligations that survive the termination Obligations in respect of this AgreementSpecified Swap Agreements) shall have been paid in full and full, the Commitments have expired or terminatedbeen terminated and no Letters of Credit shall be outstanding. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 31 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 31, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations are irrevocably paid in full (other than (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent reimbursement and indemnification obligations that survive the termination of this Agreementnot yet accrued and payable) have been paid in full and the Commitments have expired or been terminated. Each Qualified ECP Guarantor intends that this Section 31 constitute, and this Section 31 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party The Company hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of such its obligations under the Guaranty and the other Loan Party’s (a) Documents to which it is a party in respect of Swap Obligations and (b) obligations under its Guaranty including those with respect to that would, in absence of the agreement in this Section 10.05, otherwise constitute Excluded Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its the Company’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 10.05 voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Company under this Section 10.05 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and or, if sooner, upon the Commitments have expired or terminatedoccurrence of the Covenant Compliance Restoration Date. Each Qualified ECP Guarantor The Company intends that this Section 10.05 to constitute, and this Section 10.05 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Borrower, to the extent it is a Qualified ECP Guarantor, hereby, and each Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party a Guarantor of Payment to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its any Guaranty including those with of Payment in respect to Swap Obligations of Designated Hedge Agreements (provided, however, that Borrower and each Qualified ECP Guarantor shall only be liable under this Section 5.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 5.22, or otherwise under this Agreement or any other Loan DocumentGuaranty of Payment, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Company under this Section 5.22 shall remain in full force and effect until payment in full of all of the Obligations (other than contingent indemnification obligations that survive and the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedhereunder. Each Borrower and each Qualified ECP Guarantor intends that this Section 5.22 constitute, and this Section 5.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its this Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7, or otherwise under this Agreement or any other Loan DocumentGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the earlier of (i) the discharge of the Guaranty of such Qualified ECP Guarantor pursuant to Section 7.12 or (ii) the indefeasible payment in full of the Guaranteed Obligations (other than contingent indemnification obligations that survive and the termination of this Agreement) have been paid in full and the Commitments have expired or terminatedRevolving Commitments. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with the this Agreement in respect to Swap of Additional Hedge Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 14.10(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 14.10(a), or otherwise under this Agreement or any other Loan DocumentAgreement, voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 14.10(a) shall remain in full force and effect until the guarantees in respect of Additional Hedge Obligations (other than contingent indemnification obligations that survive under each Secured Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the termination terms of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section 14.10(a) constitute, and this Section 14.10(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with hereunder in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 9.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 9.23 or otherwise under this Agreement or any other Loan Document, hereunder voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until all Obligations shall have been indefeasibly paid in full, the Obligations Revolving Commitments shall have terminated or expired and all Letters of Credit (other than contingent indemnification obligations that survive Letters of Credit as to which other arrangements satisfactory to the termination of this Agreement) Administrative Agent and the Issuing Bank have been paid in full and the Commitments made) shall have expired terminated or terminatedexpired. Each Qualified ECP Guarantor intends that this Section 9.23 constitute, and this Section 9.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid indefeasible payment in full and in cash of all the Commitments have expired or terminatedSecured Obligations. Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(18)(A)(v)(II) of the Commodity Exchange Act.. [[NYCORP:3477056v9:3104W: 07/18/2014--12:20 AM]]

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each any other Loan Credit Party hereunder to honor all of such other Loan Credit Party’s (a) Swap Obligations and (b) obligations under its this WEIL:\96958663\10\71605.0155 Guaranty including those with in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 7.13, or otherwise under this Agreement or any other Loan DocumentGuaranty, as it relates to such Credit Party, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.13 shall remain in full force and effect until the Guaranteed Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) shall have been paid Paid in full and the Commitments have expired or terminatedFull. Each Qualified ECP Guarantor intends that this Section 7.13 constitute, and this Section 7.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act▇▇▇.▇▇▇▇▇▇ OF

Keepwell. Each Qualified ECP Guarantor party Keepwell Provider hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this guarantee in respect to of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 3.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 3.8, or otherwise under this Agreement or any other Loan Documentguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 3.8 shall remain in full force and effect until such time as the Loans, the Reimbursement Obligations (and the other than contingent indemnification obligations that survive the termination of this Agreement) Obligations shall have been paid in full (other than unasserted contingent obligations not yet due and payable), the Commitments have expired or terminatedbeen terminated and no Letters of Credit shall be outstanding . Each Qualified ECP Guarantor Keepwell Provider intends that this Section 3.8 constitute, and this Section 3.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iisection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, Section 2.07 or otherwise under this Agreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.07 shall remain in full force and effect until the indefeasible payment in full in cash of all the Obligations (other than Specified Cash Management Obligations, Specified Swap Obligations or contingent indemnification obligations that survive the termination of this Agreement) have been paid and other contingent obligations, in full and the Commitments have expired each case not then due or terminatedasserted). Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(iila(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor party 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 as may be needed from time to time by each other Loan Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Party”) to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with this Agreement in respect to Swap of Hedge Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Party’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, §7.22 voidable under applicable Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Party under this Section §7.22 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Party intends that this Section §7.22 to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutelyseverally, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time guarantee the performance by each other Loan Party to honor Obligor of all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under this Agreement (including its Guaranty including those with guarantee obligations pursuant to this Clause 18 (Guarantee and indemnity) or any other Finance Documents in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section subclause 18.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Sectionsubclause 18.13, or otherwise under this Agreement or any other Loan Finance Document, as it relates to such other Obligor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive under the termination of this Agreement) have been paid Finance Documents are discharged in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor intends that this Section subclause 18.13 constitute, and this Section subclause 18.13 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party and Parent Guarantor to honor all of such other Loan Party’s and Parent Guarantor’s (a) Swap Obligations and (b) obligations under its Guaranty including those with respect to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or terminated. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby Loan Party, jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other any Non-Qualifying Loan Party to honor all of such other Non-Qualifying Loan Party’s (a) Swap Obligations and (b) obligations under its Guaranty including those with this Agreement or any Other Document in respect to of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 6.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 6.10, or otherwise under this Agreement or any other Loan Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 6.10 shall remain in full force and effect until payment in full of the Obligations (other than contingent indemnification obligations that survive the and termination of this Agreement) have been paid in full Agreement and the Commitments have expired or terminatedOther Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 6.10 constitute, and this Section 6.10 shall be deemed to constitute, constitute a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.”

Keepwell. Each Qualified ECP Guarantor party Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligated Party with respect to such Hedge Obligations as may be needed by such Specified Obligated Party from time to time by each other Loan Party to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those and the other Loan Documents in respect of such Hedge Obligations and to cause such Specified Obligated Party to be an Eligible Contract Participant with respect to Swap all Hedge Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section for up to the maximum amount of such liability that can be hereby incurred without rendering its Borrower’s obligations and undertakings under this Section, or otherwise under this Agreement or any other Loan Document, Section 7.14 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Borrower under this Section 7.14 shall remain in full force and effect until the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement) have been indefeasibly paid and performed in full and the Commitments have expired or terminatedfull. Each Qualified ECP Guarantor Borrower intends that this Section 7.14 to constitute, and this Section 7.14 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 of, each other Loan Specified Obligated Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of such other Loan Party’s (a) Swap Obligations and (b) its obligations under its Guaranty including those with in respect to of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 12.7 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this SectionSection 12.7, or otherwise under this Agreement or any other Loan Documentits Guaranty, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been paid and performed in full (other than unasserted contingent indemnification obligations that survive the termination of this Agreement) have liabilities and Cash Management Liabilities and Swap Liabilities as to which no claim has been paid in full and the Commitments have expired or terminatedasserted). Each Qualified ECP Guarantor intends that this Section to constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(ii) of the Commodity Exchange Act.