Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by any other Loan Party hereunder and under any applicable Guaranty to honor all of its obligations hereunder and under any applicable Guaranty in respect of Swap Obligations (provided, that, each Qualified ECP Guarantor shall only be liable under this Section 17.20 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 17.20, or otherwise hereunder and under any applicable 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 17.20 shall remain in full force and effect until the Obligations shall have been paid in full (subject to the guarantee reinstatement provisions set forth in any applicable Guaranty). Each Qualified ECP Guarantor intends that this Section 17.20 constitute, and this Section 17.20 shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit of each other Loan Party for all purposes of [Section 1a(18)(A)(v)(II)] of the Commodity Exchange Act.

Keepwell. Each Borrower at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Borrower’s obligations and undertakings under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of 885707.04-LACSR02A - MSW

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ARTICLE # CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section # Keepwell

“Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under [Section 1a(18)(A)(v)(II)] of the Commodity Exchange Act.

Eligibility Date is # a corporation, partnership, proprietorship, organization, trust, or other entity other than a “commodity pool” as defined in [Section 1a(10)] of the CEA and CFTC regulations thereunder that has total assets exceeding ​ or # an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under [Section 1a(18)(A)(v)(II)] of the CEA by entering into or otherwise providing a “letter of credit or keepwell, support, or other agreement” for purposes of [Section 1a(18)(A)(v)(II)] of the CEA.

Section # Commodity Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time to each Loan Party (other than the Borrower) in order for such Loan Party to honor its obligations under the Guarantee and Security Agreement including obligations with respect to Hedging Obligations secured by the Collateral Documents (provided, however, that the Borrower shall only be liable under this [Section 5.18] for the amount of such liability that can be hereby incurred without rendering its obligations under this [Section 5.18], or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this [Section 5.18] shall remain in full force and effect until all Obligations (other than contingent indemnification obligations) are paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated. The Borrower intends that this [Section 5.18] constitute, and this [Section 5.18] 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)(II)] of the Commodity Exchange Act.

"Qualified ECP Loan Party" shall mean each Borrower or Guarantor that on the Eligibility Date is # a corporation, partnership, proprietorship, organization, trust, or other entity other than a "commodity pool" as defined in [Section 1a(10)] of the CEA and CFTC regulations thereunder that has total assets exceeding $10,000,000 or # an Eligible Contract Participant that can cause another person to qualify as an Eligible Contract Participant on the Eligibility Date under [Section 1a(18)(A)(v)(II)] of the CEA by entering into or otherwise providing a "letter of credit or keepwell, support, or other agreement" for purposes of [Section 1a(18)(A)(v)(II)] of the CEA.

“Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Subsidiary Guarantor (determined after giving effect to [Section 3.11] of the Guarantee and Security Agreement and any other “Keepwell, support or other agreement” for the benefit of such Subsidiary Guarantor) or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one (1) swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.