Common use of Business Guarantees Clause in Contracts

Business Guarantees. (a) Buyer shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the Closing, which shall be effective as of the Closing, including by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may request. Subject to Section 5.07(b), if any Business Guarantee has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b), the Parties acknowledge and agree that at any time on or after the Closing Date, Parent and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closing.

Business Guarantees. Buyer recognizes that Parent and certain of its Affiliates have provided credit support to the Business, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Parent or its Affiliates in support of any Asset or Assumed Liability (athe “Business Guarantees”) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the ClosingClosing Date, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any the Business Guarantees in effect as set forth on Section 5.21 of the ClosingSeller Disclosure Schedule, which release shall be effective as of the Closing, including including, as applicable, by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as the counterparty beneficiary may reasonably request. Subject to Section 5.07(b), if If any Business Guarantee (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, shall continue to use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to as promptly as possible the contrary herein but subject to Section 5.07(b), the Parties acknowledge complete and agree that at any time on or after the Closing Date, unconditional release of Parent and its Subsidiaries may, in Affiliates under such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business GuaranteesGuarantee. Buyer shall shall, and hereby agrees to, indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are amounts required to be provided as a condition topaid under any Business Guarantees. Notwithstanding the foregoing, pursuant tofor purposes of this Section 5.21, references to “Closing” or otherwise in connection with a Permit issued to a Business Entity or otherwise “Closing Date” in respect of Specified OUS Assets or Specified OUS Liabilities shall instead refer to the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in consummation of the name of Buyer or renewed transactions contemplated by a Business Entity following Closingthe India Purchase Agreement.

Business Guarantees. (a) From and after the date hereof, (a) Buyer and Seller shall cooperate and use its their respective commercially reasonable efforts to obtain terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Subsidiaries to be substituted in all respects for Seller or any Retained Subsidiary in respect of, all obligations under such Business Guarantees, (b) Buyer shall indemnify and hold harmless Seller Indemnitees for any Damages arising from or relating to such Business Guarantees, including any fees in connection with the respective beneficiaryissuance and maintenance of any letters of credit, in form and substance reasonably satisfactory to Parent, on or before the Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from (c) Buyer shall not permit any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the ClosingPurchased Subsidiaries to (i) renew or extend the term of (other than the exercise of existing renewal options expressly set forth in the applicable Contract), which shall be effective as (ii) increase its obligations under, (iii) transfer to a third party (other than in connection with a full sale of the ClosingBusiness to such third party pursuant to which such third party has expressly agreed in writing to be bound by the same obligations as Buyer under this Section 6.11, including by providing substitute guarantees with terms mutatis mutandis; provided, that are at least as favorable no such transfer shall relieve Buyer of its obligation to indemnify the counterparty Seller Indemnitees under this Section 6.11), or (iv) amend in any manner that would reasonably be expected to increase the Liabilities or other obligations of Seller under or related to, any loan, Contract or other obligation underlying any such Business Guarantee; provided, however, that nothing contained herein will preclude Buyer from exercising existing options to renew or extend any Lease or any amendment so long as the terms beneficiary of the applicable Business Guarantees and by furnishing letters Guarantee shall have executed an agreement expressly agreeing to limit the Liability of credit, instituting escrow arrangements, posting surety Seller under the applicable Business Guarantee to those Liabilities in existence as of immediately prior to such amendment. To the extent that Seller or the Retained Subsidiaries have performance bonds or making other arrangements as the counterparty may request. Subject to Section 5.07(b), if obligations under any Business Guarantee has not been released as of the Closing DateGuarantee, then Buyer shall, for one hundred eighty (180) days following the closing, will use its commercially reasonable efforts after to (x) perform such obligations on behalf of Seller and the Closing Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to cause each put Seller and the Retained Subsidiaries in the same position as if Buyer, and not Seller or a Retained Subsidiary, had performed or were performing such unreleased Business Guarantee to be released promptly. obligations. (b) Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Initial Closing Date, Parent (i) Seller and its the Retained Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Business Guarantees. Guarantees that would not result in a breach of or default under the loan, Contract or other obligation underlying such Business Guarantee, provided that Seller shall not, without notice to the Buyer, contact any third party under any loan, Contract or other obligation underlying the applicable Business Guarantee in respect of such Business Guarantee, and, further, Buyer shall indemnify have right to participate in any discussions between Seller and hold harmless Parent the Retained Subsidiary, on the one hand, and its any third party under such loan, Contract or other obligation underlying the applicable Business Guarantee related to such Business Guarantee; and (ii) neither Seller nor any of the Retained Subsidiaries from and will have any obligation to renew any letters of credit, bonds or similar securities issued on behalf of any Purchased Subsidiary or the Business after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04expiration thereof. (bc) Notwithstanding anything herein to the contrarycontrary contained in this Agreement, including but subject to the provisions of this Section 5.07(a6.11(c), in the event the landlord under the Baton Rouge Lease (the “Baton Rouge Landlord”) so requests, Seller shall execute such additional documentation as is reasonably requested to evidence the extended Business Guarantee covering all of tenant’s obligations under the Baton Rouge Lease from July 1, 2022 through June 30, 2027, as referenced and solely to the extent expressly provided in Section 6 of the Second Baton Rouge Amendment (the “Extended Guarantee”); provided that (i) Buyer has not initiated or originated any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection discussion with a Permit issued to a Business Entity or otherwise the Baton Rouge Landlord in respect of such Extended Guarantee, and (ii) Buyer is unable, following the Businessuse of commercially reasonable efforts, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of to cause Buyer or renewed one of its Subsidiaries to be substituted in all respects for Seller in respect of, all obligations under such Extended Guarantees. Notwithstanding the foregoing, if Buyer takes any affirmative actions to cease business operations at the premises subject to the Baton Rouge Lease, Seller shall have no further obligations under this Section 6.11(c) to the extent the Extended Guarantee has not been previously requested by a Business Entity following Closingthe Baton Rouge Landlord in accordance with this Section 6.11(c).

Business Guarantees. (a) Parent, the Seller and Buyer shall cooperate and use its their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees listed on Schedule 5.07 (which Parent shall be permitted to update from time to time prior to Closing to reflect existing (but only to the extent any such additional existing Business Guarantees do not exceed $5,000,000 in the aggregate), new or replacement Business Guarantees entered into in the ordinary course of business) (each a “Scheduled Guarantee”) in effect as of the Closing, which shall be effective as of the Closing, including including, as applicable, by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. Subject to Section 5.07(b), if If any Business Scheduled Guarantee has not been released as of the Closing Date, then Parent, the Sellers and Buyer shall, for one hundred eighty (180) days following the closing, shall use its their respective commercially reasonable efforts after the Closing to cause each such unreleased Business Scheduled Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Closing Date, Parent and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Scheduled Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are amounts required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a paid under any Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following ClosingGuarantees.

Business Guarantees. Buyer recognizes that Parent and certain of its Affiliates have provided credit support to the Business, the Purchased Assets or the Transferred Subsidiaries pursuant to guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Parent or its Affiliates in support of any Asset or Assumed Liability (athe “Business Guarantees”) and that Parent may enter into additional Business Guarantees after the Agreement Date in the ordinary course of business. Buyer shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the ClosingClosing Date, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any the Business Guarantees in effect as set forth on Section 5.21 of the ClosingSeller Disclosure Schedule, which release shall be effective as of the Closing, including including, as applicable, by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as the counterparty beneficiary may reasonably request. Subject to Section 5.07(b), if If any Business Guarantee (whether or not set forth on Section 5.21 of the Seller Disclosure Schedule) has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, shall continue to use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to as promptly as possible the contrary herein but subject to Section 5.07(b), the Parties acknowledge complete and agree that at any time on or after the Closing Date, unconditional release of Parent and its Subsidiaries may, in Affiliates under such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business GuaranteesGuarantee. Buyer shall shall, and hereby agrees to, indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating amounts required to be paid under any Business Guarantees which relate Guarantees. Notwithstanding the foregoing, for purposes of this Section 5.21, references to periods following “Closing” or “Closing Date” in respect of (a) Specified OUS Assets or Specified OUS Liabilities to be transferred at the “Closing” (as defined in the India Purchase Agreement) shall instead refer to the “Closing” or “Closing Date” (each as defined in the India Purchase Agreement), and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein Specified OUS Assets or Specified OUS Liabilities to be transferred at an applicable “Later Closing” (as defined in the India Purchase Agreement) shall instead refer to the contrary, including Section 5.07(aapplicable “Later Closing” or “Later Closing Date” (each as defined in the India Purchase Agreement), (c) Later Purchased Assets or Later Assumed Liabilities shall instead refer to the extent any Business Guarantees are required applicable Later Closing or Later Closing Date, respectively and (d) Initial Purchased Assets or Initial Assumed Liabilities to be provided as a condition totransferred or assumed at the Delayed Closing shall refer to the Delayed Closing or Delayed Closing Date, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closingrespectively.

Business Guarantees. (a) Prior to the Closing, Buyer and Seller shall reasonably cooperate and shall each use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSeller, on or before the Closing, valid and binding written unconditional releases of Parent Seller and its Non-Business SubsidiariesAffiliates, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any the Business Guarantees in effect set forth on Schedule 1.01(c) as of such schedule may be amended from time to time before, on or after the ClosingClosing Date with respect to the Lease Guarantees (the “Listed Business Guarantees”), which releases shall be effective as of the Closing; provided, including by providing substitute guarantees with terms however, that are at least as favorable this Section 5.10(a) shall not require Buyer to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters obtain any new or replacement letter of credit, instituting escrow arrangementscomfort letter, posting bond, surety or performance bonds other credit support or making other arrangements otherwise post any similar security obligation or (directly, or indirectly as a result of the counterparty may request. Subject to Section 5.07(b), if release occurring) incur any cost or expense in connection with such efforts. (b) If any Listed Business Guarantee has not been released as of the Closing Date, then (i) Buyer shall, for one hundred eighty (180) days following the closing, and Seller shall reasonably cooperate and use its their respective commercially reasonable efforts after the Closing Date to cause each such unreleased Listed Business Guarantees to be released; provided, however, that this clause (i) shall not require Buyer to obtain any new or replacement letter of credit, comfort letter, bond, surety or other credit support or otherwise post any similar security obligation or (directly, or indirectly as a result of the release occurring) incur any cost or expense in connection with such efforts, (ii) Buyer shall indemnify and hold harmless Seller Indemnitees for any amounts required to be paid under such Listed Business Guarantees and which are not due to Seller’s gross negligence or willful misconduct, and (iii) Buyer shall not and shall not permit any of its Subsidiaries to (A) renew or extend the term of (B) increase its obligations under or (C) transfer to another third party the Contract, Lease or other obligation underlying an unreleased Listed Business Guarantee for which Seller or any Retained Subsidiary is or would reasonably be expected to be released promptlyliable; provided that Buyer shall be entitled to renew a Lease pursuant to the exercise of an option with respect to such Lease existing on the Closing Date. To the extent that Seller or the Retained Subsidiaries have performance obligations under any Listed Business Guarantee, Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of Seller and the Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to put Seller and the Retained Subsidiaries in the same position as if Buyer, and not Seller or a Retained Subsidiary, had performed or were performing such obligations; provided, however, that Buyer shall not be required to obtain any new or replacement letter of credit, comfort letter, bond, surety or other credit support or otherwise post any similar security obligation or (directly, or indirectly as a result of the release occurring) incur any cost or expense in connection with such efforts. (c) Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Closing Date, Parent (i) Seller and its the Retained Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Listed Business Guarantees. Guarantees to the extent such action does not increase Buyer’s or any of its Affiliates’, including any Purchased Company’s, Liabilities or obligations under the Contract, Lease or instrument to which such Listed Business Guarantee relates (including by requiring Buyer to obtain or issue a security obligation in replacement of such Listed Business Guarantee) or otherwise materially and adversely impacts Buyer’s or its Affiliates’ (including such Purchased Company’s) relationship with the counterparty thereunder (including any landlord under any Lease) and (ii) Seller and the Retained Subsidiaries shall renew any Listed Business Guarantee after the expiration of any such arrangement if Buyer does not have a replacement therefor (which shall be determined in Buyer’s sole discretion and communicated to Seller in writing), unless Buyer confirms to Seller in writing that Buyer does not need to receive the benefit of such arrangement (but subject to Buyer’s agreement to indemnify the Seller Indemnitees pursuant to Section 5.10(d) below). (d) For the avoidance of doubt, Buyer shall indemnify and hold harmless Parent and its Subsidiaries the Seller Indemnitees from and after the Closing for any Liabilities arising out of or relating amounts required to be paid under any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), or Lease Guarantees to the extent any Business Guarantees such amounts and are required not due to be provided as a condition to, pursuant to, Seller’s gross negligence or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closingwillful misconduct.

Business Guarantees. (a) Buyer shall, and shall cause its Affiliates to, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees”), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its commercially reasonable efforts to Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSellers, on or before the Relevant Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective as of the at such Relevant Closing, including by which may include providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the such counterparty may reasonably request. Subject Buyer shall use reasonable best efforts to Section 5.07(b), if provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire to Buyer has not been released as of at the Relevant Closing Date, then Buyer shall, for one hundred eighty (180) up to 180 days following the closingRelevant Closing Date, use its commercially reasonable best efforts after the such Closing to cause each such unreleased Identified Business Guarantee to be released promptlypromptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Relevant Closing Date, Parent and its Subsidiaries any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of of, or relating to any Business Guarantees which relate to periods following incurred by such Retained Entities after the Relevant Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Sapphire shall, and shall cause its Affiliates to, use reasonable best efforts, and Buyer shall provide all reasonable assistance as is necessary to Sapphire and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Buyer, on or before the Relevant Closing, valid and binding written releases of the Transferred Entities under any all guarantees, letters of credit, letters of comfort, bonds (including customs, bid and performance bonds), sureties and other credit support or assurances provided by any of the Transferred Entities (or entered into in the ordinary course of business consistent with past practice after the date of this Agreement and prior to the Relevant Closing with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)) in support of any obligation of the Retained Businesses or the Retained Entities in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Sapphire shall use reasonable best efforts to provide Buyer an opportunity to participate in any meeting with any beneficiary of any such regarding the release of such Retained Business Guarantee. If any Retained Business Guarantee has not been released at the Relevant Closing Date, then Sapphire shall, for up to 180 days following the Relevant Closing Date, use commercially reasonable efforts after such Closing (which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request) to cause each such unreleased Retained Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Buyer. Notwithstanding anything herein to the contrarycontrary herein, including Section 5.07(a)at any time on or after the Relevant Closing Date, Buyer may, in its sole discretion, take any action in accordance with applicable Law and the terms of the applicable Retained Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Retained Business Guarantees. Sapphire shall indemnify and hold harmless Buyer from and after the extent Relevant Closing for any Liabilities based upon, arising out of, or relating to any Retained Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of incurred by such Transferred Entities after the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Relevant Closing.

Business Guarantees. (a) At or prior to the Closing, other than with respect to the obligations set forth in Section 4.22(a) of the Seller Disclosure Letter (the “Continuing Business Guarantees”), Buyer shall (with Seller’s reasonable cooperation) use its commercially reasonable best efforts to arrange for, at Buyer’s sole expense, substitute letters of credit, surety bonds, guarantees, advance payment guarantees, and other obligations to replace the outstanding letters of credit, surety bonds, guarantees, advance payment guarantees and other similar contractual obligations entered into by or on behalf of Seller or any of its Subsidiaries (other than the Vantive Group Entities) to the extent in connection with or relating to the Business, the Transferred Assets or the Assumed Liabilities (the “Business Guarantees”), in each case to the extent such Business Guarantees are identified to Buyer by Seller in advance of the Closing, on terms and conditions substantially similar to those obligations being replaced (subject to any reasonable adjustments for the current market environment), and Buyer shall, or shall cause its Subsidiaries to, assume all obligations under each such Business Guarantee, to the extent they relate to the Business, the Transferred Assets or the Assumed Liabilities, and obtain from the respective beneficiarycreditor or other counterparty, to the extent practicable, a full and irrevocable release of Seller or any of its Subsidiaries (other than the Vantive Group Entities) that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with such Business Guarantees to the extent they relate to the Business, the Transferred Assets or the Assumed Liabilities; provided, that no Party shall be obligated to expend any funds or agree to any modification of any of such contractual obligations to obtain such release. Buyer further agrees that to the extent Seller or any of its Subsidiaries incur any cost or expense, or are required to make any payment, or are subject to any Action, in form and substance reasonably satisfactory to Parent, connection with any Business Guarantees (including any Continuing Business Guarantees) on or before after the Closing, valid and binding written releases of Parent Buyer shall hold Seller and its Non-Subsidiaries harmless against, and shall reimburse Seller and its Subsidiaries for, any and all such Liabilities or amounts paid to the extent such Liabilities arise out of or relate to any Business Guarantee and are incurred by Seller or any of its Subsidiaries after the Closing, and shall in any event, promptly after written demand therefor from Seller, reimburse Seller and any of its Subsidiaries to the extent that any Business Guarantee is called upon and Seller or any of its Subsidiaries make any such payment or incur any such Liability in respect of any such Business Guarantee. For any Business Guarantees (including any Continuing Business Guarantees) for which Buyer or any of its Subsidiaries, as applicable, from any Liabilityis not substituted in all respects relating to the Business, whether arising beforethe Transferred Assets or the Assumed Liabilities for Seller and its Subsidiaries (or for which Seller and its Subsidiaries are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller and its Subsidiaries to be fully released in respect thereof), on Buyer shall and shall cause its Subsidiaries to use their reasonable best efforts to effect such substitution or termination and release as promptly as reasonably practicable after the Closing Dateor, at Buyer’s election (without any obligation of Buyer to do so), Buyer may cause to be provided cash collateral or other customary credit support to Seller or its applicable Subsidiaries in an amount equal to 100% of the maximum potential amount that may be called upon under any Business Guarantees for which Seller and its Subsidiaries are not fully released (in effect as which case, the sole recourse of Seller and its Subsidiaries for any reimbursement obligations described in the Closing, which immediately preceding sentence with respect to such Business Guarantee shall be effective as to draw on such cash collateral or other customary credit support, and Buyer shall have no further obligation hereunder with respect to such Business Guarantee). Without limiting the foregoing, neither Buyer nor any of its Subsidiaries shall (i) extend or renew any Contract containing or underlying a Business Guarantee (including, for the Closingavoidance of doubt, including by providing substitute guarantees any Continuing Business Guarantee) unless, prior to or concurrently with terms that such extension or renewal, Buyer or its Subsidiaries are at least as favorable substituted in all respects relating to the counterparty as Business, the terms Transferred Assets or the Assumed Liabilities for Seller and its Subsidiaries, and Seller and its Subsidiaries are fully released in respect of all Liabilities relating to the applicable Business, the Transferred Assets or the Assumed Liabilities under such Business Guarantees or Buyer has caused to be provided cash collateral or other customary credit support as described above with respect to such Business Guarantee, or (ii) amend, modify or waive any Contract containing or underlying a Business Guarantee (including, for the avoidance of doubt, a Continuing Business Guarantee) unless (x) such amendment, modification or waiver does not increase, accelerate or adversely affect any Liabilities of Seller and by furnishing letters its Subsidiaries under such Business Guarantee, and (y) Buyer or its Subsidiaries consults with Seller in advance and reasonably considers any reasonable comments of creditSeller to the extent relating to such Business Guarantee. For the avoidance of doubt, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may request. Subject to Section 5.07(b), if upon any termination of any Business Guarantee has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)cash collateral or other customary credit support, or reduction in the Parties acknowledge and agree maximum potential amount that at may be called upon under such Business Guarantee, any time on cash collateral or after the Closing Dateother credit support shall be returned or reduced, Parent and its Subsidiaries mayas applicable, in such Person’s sole discretionthat, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating with respect to any Business Guarantees which relate to periods following Guarantee, the Closing, and such indemnification obligations shall not cash collateral or other customary credit support provided by Buyer is in no event greater than 100% of the maximum potential amount that may be subject to any limitations on liability set forth in Section 9.04called upon thereunder. (b) Notwithstanding anything herein At or prior to the contraryClosing, including Section 5.07(aSeller shall (with Buyer’s reasonable cooperation) use its reasonable best efforts to arrange for, at Seller’s sole expense, substitute letters of credit, surety bonds, guarantees, advance payment guarantees, and other obligations to replace the outstanding letters of credit, surety bonds, guarantees, advance payment guarantees and other similar contractual obligations entered into by or on behalf of the Vantive Group Entities to the extent in connection with the Excluded Assets and Excluded Liabilities (the “Retained Business Guarantees”) on terms and conditions substantially similar to those obligations being replaced (subject to any reasonable adjustments for the current market environment), and Seller shall assume all obligations under each Retained Business Guarantee to the extent they relate to the Excluded Assets or the Excluded Liabilities, obtaining from the creditor or other counterparty, to the extent any practicable, a full and irrevocable release of the Vantive Group Entities that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Retained Business Guarantees to the extent they relate to the Excluded Assets or the Excluded Liabilities; provided, that no Party shall be obligated to expend any funds or agree to any modification of any of such contractual obligations to obtain such release. Seller further agrees that to the extent Buyer, the Vantive Group Entities or any of their Affiliates incur any cost or expense, or is required to make any payment, or is subject to any Action, in connection with such Retained Business Guarantees on or after the Closing, Seller shall hold Buyer, the Vantive Group Entities and their Subsidiaries harmless against, and reimburse Buyer, the Vantive Group Entities and their Affiliates for, any and all such Liabilities or amounts paid to the extent such Liabilities arise out of or relate to any Retained Business Guarantee and are required incurred by Buyer, the Vantive Group Entities or any of their Affiliates after the Closing, and shall in any event, promptly after written demand therefor from Buyer, reimburse Buyer, the Vantive Group Entities and any of their Affiliates to the extent that any Retained Business Guarantee is called upon and Buyer, the Vantive Group Entities or any of their Affiliates makes any such payment or incurs any such Liability in respect of any such Retained Business Guarantee. For any Retained Business Guarantees for which Seller or any of its Subsidiaries, as applicable, are not substituted in all respects relating to the Excluded Assets or the Excluded Liabilities for Buyer, the Vantive Group Entities and their Affiliates (or for which Buyer, the Vantive Group Entities and their Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Buyer, the Vantive Group Entities and their Affiliates to be fully released in respect thereof), Seller shall, and shall cause its Subsidiaries to, continue to use its reasonable best efforts to effect such substitution or termination and release as promptly as reasonably practicable after the Closing or, at Seller’s election (without any obligation of Seller to do so), Seller may cause to be provided as cash collateral or other customary credit support to Buyer, the Vantive Group Entities or their applicable Affiliates in an amount equal to 100% of the maximum potential amount that may be called upon under any Retained Business Guarantees for which Buyer or the Vantive Group Entities and their Affiliates are not fully released (in which case, the sole recourse of Buyer and their Affiliates for any reimbursement obligations described in the immediately preceding sentence with respect to such Retained Business Guarantee shall be to draw on such cash collateral or other customary credit support, and Seller shall have no further obligations hereunder with respect to such Business Guarantee). Without limiting the foregoing, neither Seller nor any of its Subsidiaries shall (i) extend or renew any Contract containing or underlying a condition toRetained Business Guarantee unless, pursuant toprior to or concurrently with such extension or renewal, Seller or otherwise its Subsidiaries are substituted in connection with a Permit issued all respects relating to a Business Entity the Excluded Assets or otherwise the Excluded Liabilities for Buyer, the Vantive Group Entities and their Affiliates, and Buyer, the Vantive Group Entities and their Affiliates are fully released, in respect of all Liabilities relating to the Business, Parent shall maintain all Excluded Assets or the Excluded Liabilities under such Business Guarantees until or Seller has caused to be provided cash collateral or other customary credit support as described above with respect to such time as Retained Business Guarantee, or (ii) amend, modify or waive any Contract containing or underlying a Retained Business Guarantee unless (x) such Permit has been reissued amendment, modification or waiver does not increase, accelerate or adversely affect any Liabilities of Buyer, the Vantive Group Entities and their Affiliates under such Retained Business Guarantee, and (y) Seller or its Subsidiaries consults with Buyer in advance and reasonably considers any reasonable comments of Buyer to the extent relating to such Retained Business Guarantee. For the avoidance of doubt, upon any termination of any Retained Business Guarantee subject to cash collateral or other customary credit support, or reduction in the name maximum potential amount that may be called upon under such Retained Business Guarantee, any cash collateral or other credit support shall be returned or reduced, as applicable, such that, with respect to any Retained Business Guarantee, the cash collateral or other customary credit support provided by Seller is in no event greater than 100% of Buyer or renewed by a Business Entity following Closingthe maximum potential amount that may be called upon thereunder.

Business Guarantees. (a) Buyer shall, and shall cause its Subsidiaries to, from and after the Closing, (i) use its commercially reasonable efforts to to, as promptly as practicable, replace each Business Guarantee set forth on Section 5.09(a) of the Seller Disclosure Schedule (a “Section 5.09 Business Guarantee”) and/or obtain from the applicable issuing financial institution and/or respective beneficiarybeneficiary thereof, in form and substance reasonably satisfactory to Parent, on or before the ClosingSeller, valid and binding written full and unconditional releases of Parent Seller and its Non-Business SubsidiariesSubsidiaries (other than the Transferred Entities and the JV Entities), as applicable, from any Liability, whether arising before, on or after the Closing Date, under any such Section 5.09 Business Guarantees in effect as of the Closing, which shall be Guarantee effective as of the Closing, including by providing (ii) not effect any amendments or modifications or any other changes to, or assign, authorize or transfer to a third party, any Contracts, Permits or obligations to which any of the Section 5.09 Business Guarantees relate, or (iii) otherwise take any action that would reasonably be expected to materially increase, extend or accelerate the Liability of Seller or any of its Subsidiaries under, any Section 5.09 Business Guarantee, without in any such case under the foregoing clauses (i), (ii) or (iii), Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). In furtherance of the foregoing, Buyer shall (A) provide substitute guarantees with terms and conditions that are at least as favorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantees Guarantees, and by furnishing (B) furnish such letters of credit, instituting institute such escrow arrangements, posting post such surety or performance bonds bonds, obtain releases or making amendments, or make such other arrangements as the counterparty may request. Subject reasonably request (and in each case on terms and conditions that are at least as favorable to Section 5.07(b), if any Business Guarantee has not been released the counterparty as the terms of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to applicable Section 5.07(b), the Parties acknowledge and agree that at any time on or after the Closing Date, Parent and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closing.5.09

Business Guarantees. (a) Seller and Buyer shall will cooperate and use its their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSeller, on or before the Closing, valid and binding written releases of Parent Seller and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in respect of obligations of the DVU Transferred Entities listed on Schedule 5.07 (which Seller will be permitted to update from time to time prior to Closing) (each a “Scheduled Guarantee”) in effect as of the Closing, which shall will be effective as of the Closing, including including, as applicable, by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. Subject to Section 5.07(b), if If any Business Scheduled Guarantee has not been released as of the Closing Date, then Seller and Buyer shall, for one hundred eighty (180) days following the closing, will use its their respective commercially reasonable efforts after the Closing to cause each such unreleased Business Scheduled Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Closing Date, Parent Seller and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall will indemnify and hold harmless Parent Seller and its Subsidiaries from and after the Closing for any Liabilities arising out amounts required to be paid under any Scheduled Guarantee (solely to the extent such amounts relate solely to actions or omissions of Buyer or relating to any Business Guarantees which relate to periods the DVU Transferred Entities following the Closing, Closing Date) for which Seller and such indemnification obligations shall its Subsidiaries have not be subject been released of any Liability pursuant to any limitations on liability set forth in this Section 9.045.07. (b) Notwithstanding anything herein Seller and Buyer will cooperate and use their respective commercially reasonable efforts to obtain from the contraryrespective beneficiary, including Section 5.07(a)in form and substance reasonably satisfactory to Buyer, to on or before the extent Closing, valid and binding written releases of the DVU Transferred Entities from any Business Liability, whether arising before, on or after the Closing Date, under any Scheduled Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of any obligations of Seller or any Non-DVU Subsidiary in effect as of the BusinessClosing, Parent shall maintain all which will be effective as of the Closing, including, as applicable, by providing substitute guarantees, furnishing letters of credit, instituting escrow agreements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. If any such Business Guarantees until Scheduled Guarantee has not been released as of the Closing Date, then Seller and Buyer will use their respective commercially reasonable efforts after the Closing to cause each such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closingunreleased Scheduled Guarantee to be released promptly.

Business Guarantees. (a) Buyer shall use its commercially reasonable efforts to replace each Business Guarantee set forth on Section 5.09(a) of the Seller Disclosure Schedule (a “Section 5.09 Business Guarantee”) and obtain from the respective beneficiarybeneficiary thereof, in form and substance reasonably satisfactory to ParentSeller, on or before the Closing, valid and binding written full and unconditional releases of Parent Seller and its Non-Business SubsidiariesSubsidiaries (other than the Transferred Entities and the JV Entities), as applicable, from any Liability, whether arising before, on or after the Closing Date, under any such Section 5.09 Business Guarantees in effect as of the Closing, which shall be Guarantee effective as of the Closing. In furtherance of the foregoing, including by providing Buyer shall (i) provide substitute guarantees with terms and conditions that are at least as favorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantees Guarantees, and by furnishing (ii) furnish such letters of credit, instituting institute such escrow arrangements, posting post such surety or performance bonds or making make such other arrangements as the counterparty may requestreasonably request (and in each case on terms and conditions that are at least as favorable to the counterparty as the terms of the applicable Section 5.09 Business Guarantee). Subject to In respect of any Section 5.07(b), if any 5.09 Business Guarantee has not been released as that is a letter of the Closing Datecredit, then Buyer shall, for one hundred eighty (180) days following the closing, shall use its commercially reasonable efforts after to (A) cause the Closing applicable beneficiary to accept a replacement letter of credit issued by an existing or new financial institution for the account of Buyer, (B) cause each such unreleased Business Guarantee existing letter of credit to be released promptly“rolled” into a new financing agreement of Buyer (or one of its Subsidiaries) and the existing letter of credit issuer and releasing Seller and its Subsidiaries with respect to any obligation thereto, and/or (C) provide cash or other collateral or a letter of credit or other credit back-stop in the full amount of such letter of credit for the benefit of Seller or its applicable Subsidiary and the bank or financial institution issuing such letter of credit. Notwithstanding anything Buyer acknowledges and agrees that it shall be solely responsible for ensuring that any credit support provided pursuant to this Section 5.09 satisfies all of the contrary herein but credit support provisions of the applicable Contract, Law or Permit to which it relates. Seller will, and will cause its Subsidiaries to (at no cost to any of them), reasonably cooperate with Buyer (subject to Section 5.07(b5.09(e), the Parties acknowledge and agree that at any time on or after the Closing Date, Parent and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued the performance of Buyer’s obligations under this Section 5.09(a). For the avoidance of doubt, it is specifically acknowledged and agreed by the Parties that neither Seller nor any of its Subsidiaries shall be obligated to a Business Entity incur, pay, reimburse any cost or otherwise expense or take on any Liability in respect of order to replace the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closing.Section 5.09

Business Guarantees. (a) Buyer shall, and shall cause its Affiliates to, with respect to those Business Guarantees that have been identified to Buyer by Sapphire at least five (5) Business Days in advance of the Relevant Closing (the “Identified Business Guarantees” ), use reasonable best efforts, and Sellers shall provide all reasonable assistance as is necessary to Buyer and its commercially reasonable efforts to Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSellers, on or before the Relevant Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from any Liability, whether arising before, on or after the Closing Date, Retained Entities under any Identified Business Guarantees in effect as of the Relevant Closing, which release shall be effective as of the at such Relevant Closing, including by which may include providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the such counterparty may reasonably request. Subject Buyer shall use reasonable best efforts to Section 5.07(b), if provide Sellers an opportunity to participate in any meeting with any beneficiary of any Business Guarantee regarding the release of such Business Guarantee. If any Business Guarantee identified by Sapphire or Emerald to Buyer has not been released as of at the Relevant Closing Date, then Buyer shall, for one hundred eighty (180) up to 180 days following the closingRelevant Closing Date, use its commercially reasonable best efforts after the such Closing to cause each such unreleased Identified Business Guarantee to be released promptlypromptly by means of a valid and binding written release in form and substance reasonably satisfactory to Sellers. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Relevant Closing Date, Parent and its Subsidiaries any Retained Entity may, in such Person’s sole discretion, take any action in accordance with applicable Law and the terms of the applicable Business Guarantee to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries the Retained Entities from and after the Relevant Closing for any Liabilities based upon, arising out of of, or relating to any Business Guarantees which relate to periods following incurred by such Retained Entities after the Relevant Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Each of Emerald and Sapphire shall, and shall cause its Affiliates to, use reasonable best efforts, and Buyer shall provide all reasonable assistance as is necessary to each of Emerald and Sapphire and its Affiliates to, obtain from the respective beneficiary, in form and substance reasonably satisfactory to Buyer, on or before the Relevant Closing, valid and binding written releases of the Transferred Entities under any all guarantees, letters of credit, letters of comfort, bonds (including customs, bid and performance bonds), sureties and other credit support or assurances provided by any of the Transferred Entities (or entered into in the ordinary course of business consistent with past practice after the date of this Agreement and prior to the Relevant Closing with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)) in support of any obligation of the Retained Businesses or the Retained Entities, including those set forth on Schedule 5.06(b) (each a “Retained Business Guarantee” ) in effect as of the Relevant Closing, which release shall be effective at such Relevant Closing, which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request. Each of Emerald and Sapphire shall use reasonable best efforts to provide Buyer an opportunity to participate in any meeting with any beneficiary of any such regarding the release of such Retained Business Guarantee. If any Retained Business Guarantee has not been released at the Relevant Closing Date, then each of Emerald and Sapphire shall, for up to 180 days following the Relevant Closing Date, use commercially reasonable efforts after such Closing (which may include providing substitute guarantees and furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as such counterparty may reasonably request) to cause each such unreleased Retained Business Guarantee to be released promptly by means of a valid and binding written release in form and substance reasonably satisfactory to Buyer. Notwithstanding anything herein to the contrarycontrary herein, including Section 5.07(a)at any time on or after the Relevant Closing Date, Buyer may, in its sole discretion, take any action in accordance with applicable Law and the terms of the applicable Retained Business Guarantee to terminate, obtain release of or otherwise limit its Liability under any and all outstanding Retained Business Guarantees. Each of Emerald and Sapphire shall indemnify and hold harmless Buyer from and after the extent Relevant Closing for any Liabilities based upon, arising out of, or relating to any Retained Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of incurred by such Transferred Entities after the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Relevant Closing.

Business Guarantees. (a) Buyer Except with respect to the Business Guarantee contemplated on Schedule 7.21 (the “Seller Guarantee”), with respect to any Business Guarantee delivered to Purchaser not later than thirty (30) days prior to the Closing Date (the “Identified Business Guarantees”), Purchaser shall use its commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSeller, on or before the Closing, valid and binding written releases of Parent Seller and its Non-Business SubsidiariesAffiliates (other than the Acquired Company), as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Identified Business Guarantees provided to any Person (other than Seller and its Affiliates) in effect as of the Closing, which shall be effective as Closing to the extent such Liability is related to obligations of the ClosingAcquired Company, including by providing using commercially reasonable efforts to provide substitute guarantees with terms that are at least as favorable to the counterparty consistent in all material respects as the terms of the applicable Identified Business Guarantees and by furnishing using commercially reasonable efforts to furnish letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. Subject to Section 5.07(b), if If any such Identified Business Guarantee has not been so released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, Purchaser shall continue to use its commercially reasonable efforts after the Closing to cause each such unreleased Identified Business Guarantee to be released promptlyas promptly as reasonably practicable. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)Seller shall, the Parties acknowledge and agree that at any time on or after the Closing Dateshall cause its Affiliates to, Parent reasonably cooperate with Purchaser and its Subsidiaries may, Affiliates in order to obtain such Person’s sole discretion, take any action to terminate, obtain release of releases or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer substitutions. (b) Purchaser shall indemnify and hold harmless Parent Seller and its Subsidiaries Affiliates from and after the Closing for any Liabilities Losses based upon or arising out of or relating from any Identified Business Guarantees provided to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. Person (bother than Seller or one of its Affiliates) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees such Losses are required related to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect obligations of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following ClosingAcquired Company.

Business Guarantees. (a) Sellers and Buyer shall will cooperate and use its their respective commercially reasonable efforts to obtain from the respective beneficiaryfinancial instiutions, in form and substance reasonably satisfactory to ParentSellers and Buyer, on or before the Closing, valid and binding written releases of Parent Seller Parent, Sellers and its Non-Business their Subsidiaries, as applicable, from any Liabilityliability, whether arising before, on or after the Closing Date, under any Business Guarantees listed on Schedule 4.11(a) and any other Business Guarantees entered into after the date hereof to which Buyer has consented as provided in the next sentence, in each case in effect as of the Closing, which shall will be effective as of the Closing, including including, as applicable, by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by guarantees, furnishing letters of credit, instituting escrow arrangementsagreements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. Subject To the extent Sellers intend to enter into any Business Guarantee or Parent Guarantee after the date of this Agreement in connection with a Contract subject to Buyer’s approval under Section 5.07(b4.2(b)(iv), Sellers will provide Buyer with written notice thereof, including the proposed form, amount, counterparty and purpose of such Business Guarantee or Parent Guarantee, as applicable, and Sellers will not enter into any such Business Guarantee or Parent Guarantee unless Buyer consents to such Business Guarantee or Parent Guarantee, such consent not to be unreasonably withheld, conditioned or delayed. With respect to any Parent Guarantees, and if any Business Guarantee has not been released as of the Closing DateDate (a “Scheduled Guarantee”), then Sellers and Buyer shall, for one hundred eighty (180) days following the closing, will use its commercially their respective reasonable best efforts after the Closing to cause each such unreleased Business Scheduled Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b), the Parties acknowledge and agree that No later than at any time on or after the Closing DateClosing, Parent and its Subsidiaries may, in such Person’s sole discretion, take will grant to Seller Parent a guarantee to backstop the obligations of Seller Parent under the Parent Guarantees as of Closing (the “Back-to-Back Guarantee”). The Back-to-Back Guarantee will be adjusted monthly to reflect any action to terminate, obtain release reduction of or otherwise limit their Liability obligations under any and all outstanding Business the Parent Guarantees. Buyer shall will indemnify and hold harmless Parent Sellers and its their respective Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are amounts required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closingpaid under any Scheduled Guarantees.

Business Guarantees. (a) Buyer shall use its commercially reasonable efforts At or prior to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Parent, on or before the Closing, valid Buyers and binding written releases Sellers shall cooperate to arrange for, at Buyers’ sole expense, substitute letters of credit, surety bonds, guarantees, advance payment guarantees, and other obligations to replace the outstanding letters of credit, surety bonds, guarantees, advance payment guarantees and other similar contractual obligations entered into by or on behalf of Seller Parent or any of its Affiliates (other than the Companies) to the extent in connection with the Transferred Assets or the Assumed Liabilities (the “Business Guarantees”) on terms and conditions substantially similar to those obligations being replaced, and Buyers shall, or shall cause their Affiliates to, assume all obligations under each Business Guarantee to the extent they relate to the Transferred Assets or the Assumed Liabilities, obtaining from the creditor or other counterparty, to the extent practicable, a full and irrevocable release of Seller Parent or any of its Affiliates (other than the Companies) that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Business Guarantees to the extent they relate to the Transferred Assets or the Assumed Liabilities; provided, that no Party shall be obligated to expend any funds or agree to any modification of any of such contractual obligations to obtain such release. Buyers further agree that to the extent Seller Parent or any of its Affiliates incurs any cost or expense, or is required to make any payment, or is subject to any Action, in connection with such Business Guarantees on or after the Closing, Buyers shall hold Seller Parent and its Non-Affiliates harmless against, and reimburse Seller Parent and its Affiliates for, any and all such Liabilities or amounts paid to the extent such Liabilities arise out of or relate to any Business SubsidiariesGuarantee and are incurred by Seller Parent or any of its Affiliates after the Closing, and shall in any event promptly after written demand therefor from Seller Parent, reimburse Seller Parent and any of its Affiliates to the extent that any Business Guarantee is called upon and Seller Parent or any of its Affiliates makes any such payment or incurs any such Liability in respect of any such Business Guarantee. For any Business Guarantees for which Buyers or any of their Affiliates, as applicable, from any Liabilityis not substituted in all respects relating to the Transferred Assets or the Assumed Liabilities for Seller Parent and its Affiliates (or for which Seller Parent and its Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Seller Parent and its Affiliates to be fully released in respect thereof), whether arising before, on Buyers shall and shall cause their Affiliates to continue to use their reasonable best efforts to effect such substitution or termination and release after the Closing Dateor, at Buyers’ election (without any obligation of Buyers to do so), Buyers may cause to be provided cash collateral or other customary credit support to Seller Parent or its applicable Affiliates in an amount equal to 100% of the maximum potential amount that may be called upon under any Business Guarantees for which Seller Parent and its Affiliates are not fully released (in effect as which case, the sole recourse of Seller Parent and its Affiliates for any reimbursement obligations described in the Closing, which immediately preceding sentence with respect to such Business Guarantee shall be effective as to draw on such cash collateral or other customary credit support, and Buyers shall have no further obligations hereunder with respect to such Business Guarantee). Without limiting the foregoing, neither Buyer nor any of the Closingtheir Affiliates shall extend or renew any Contract containing or underlying a Business Guarantee unless, including by providing substitute guarantees prior to or concurrently with terms that such extension or renewal, a Buyer or its Affiliates are at least as favorable substituted in all respects relating to the counterparty as Transferred Assets or the terms Assumed Liabilities for Seller Parent and its Affiliates, and Seller Parent and its Affiliates are fully released, in respect of all Liabilities relating to the applicable Transferred Assets or the Assumed Liabilities under such Business Guarantees and by furnishing letters or Buyers have caused to be provided cash collateral or other customary credit support as described above with respect to such Business Guarantee. For the avoidance of creditdoubt, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may request. Subject to Section 5.07(b), if upon any termination of any Business Guarantee has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180) days following the closing, use its commercially reasonable efforts after the Closing to cause each such unreleased Business Guarantee to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)cash collateral or other customary credit support, or reduction in the Parties acknowledge and agree maximum potential amount that at may be called upon under such Business Guarantee, any time on cash collateral or after the Closing Dateother credit support shall be returned or reduced, Parent and its Subsidiaries mayas applicable, in such Person’s sole discretionthat, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating with respect to any Business Guarantees which relate to periods following Guarantee, the Closing, and such indemnification obligations shall not cash collateral or other customary credit support provided by Buyers is in no event greater than 100% of the maximum potential amount that may be subject to any limitations on liability set forth in Section 9.04called upon thereunder. (b) Notwithstanding anything herein At or prior to the contraryClosing, including Section 5.07(a)Sellers shall, arrange for, at Sellers’ sole expense, substitute letters of credit, surety bonds, guarantees, advance payment guarantees, and other obligations to replace the outstanding letters of credit, surety bonds, guarantees, advance payment guarantees and other similar contractual obligations entered into by or on behalf of the Companies to the extent in connection with the Excluded Assets and Excluded Liabilities (the “Retained Business Guarantees”) on terms and conditions substantially similar to those obligations being replaced and the Sellers shall assume all obligations under each Retained Business Guarantee to the extent they relate to the Excluded Assets or the Excluded Liabilities, obtaining from the creditor or other counterparty, to the extent any practicable, a full and irrevocable release of the Companies that are liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other Liabilities to a counterparty in connection with the Retained Business Guarantees to the extent they relate to the Excluded Assets or the Excluded Liabilities, provided, that no Party shall be obligated to expend any funds or agree to any modification of any of such contractual obligations to obtain such release. Sellers further agree that to the extent Buyers, the Companies or any of their Affiliates incur any cost or expense, or is required to make any payment, or is subject to any Action, in connection with such Retained Business Guarantees on or after the Closing, Sellers shall hold Buyers, the Companies and their affiliates harmless against, and reimburse Buyers, the Companies and their Affiliates for, any and all such Liabilities or amounts paid to the extent such Liabilities arise out of or relate to any Retained Business Guarantee and are required incurred by Buyers, the Companies or any of their Affiliates after the Closing, and shall in any event promptly after written demand therefor from Buyers, reimburse Buyers, the Companies and any of their Affiliates to the extent that any Retained Business Guarantee is called upon and Buyers, the Companies or any of their Affiliates makes any such payment or incurs any such Liability in respect of any such Retained Business Guarantee. For any Retained Business Guarantees for which Sellers or any of their Affiliates, as applicable, is not substituted in all respects relating to the Excluded Assets or the Excluded Liabilities for Buyers, the Companies and their Affiliates (or for which Buyers, the Companies and their Affiliates are not fully released) effective as of the Closing and that cannot otherwise be terminated effective as of the Closing (with Buyers, the Companies and their Affiliates to be fully released in respect thereof), Sellers shall and shall cause their Affiliates to continue to use their reasonable best efforts to effect such substitution or termination and release after the Closing or, at Sellers’ election (without any obligation of Sellers to do so), Sellers may cause to be provided as cash collateral or other customary credit support to Buyers, the Companies or their applicable Affiliates in an amount equal to 100% of the maximum potential amount that may be called upon under any Retained Business Guarantees for which Buyers or the Companies and their Affiliates are not fully released (in which case, the sole recourse of Buyers and their Affiliates for any reimbursement obligations described in the immediately preceding sentence with respect to such Retained Business Guarantee shall be to draw on such cash collateral or other customary credit support, and Sellers shall have no further obligations hereunder with respect to such Business Guarantee). Without limiting the foregoing, none of Sellers, the Companies or any of their Affiliates shall extend or renew any Contract containing or underlying a condition toRetained Business Guarantee unless, pursuant toprior to or concurrently with such extension or renewal, Sellers or otherwise their Affiliates are substituted in connection with a Permit issued all respects relating to a Business Entity the Excluded Assets or otherwise the Excluded Liabilities for Buyers, the Companies and their Affiliates, and Buyers, the Companies and their Affiliates are fully released, in respect of all Liabilities relating to the Business, Parent shall maintain all Excluded Assets or the Excluded Liabilities under such Business Guarantees until or Sellers have caused to be provided cash collateral or other customary credit support as described above with respect to such time as such Permit has been reissued Retained Business Guarantee. For the avoidance of doubt, upon any termination of any Retained Business Guarantee subject to cash collateral or other customary credit support, or reduction in the name maximum potential amount that may be called upon under such Retained Business Guarantee, any cash collateral or other credit support shall be returned or reduced, as applicable, such that, with respect to any Retained Business Guarantee, the cash collateral or other customary credit support provided by Sellers is in no event greater than 100% of Buyer or renewed by a Business Entity following Closingthe maximum potential amount that may be called upon thereunder.

Business Guarantees. (a) Buyer Seller shall use its commercially reasonable efforts to cause (i) the Chromalloy Subsidiaries to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentBuyer, on or before the ClosingClosing Date, legal, valid and binding written unconditional releases of Parent and its Non-Business Subsidiaries, as applicable, the Precoat Subsidiaries from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the Closing(Chromalloy), which shall be effective as of the Closing, and (ii) the Precoat Subsidiaries to obtain from the respective beneficiary, in form and substance reasonably satisfactory to Seller, on or before the Closing Date, legal, valid and binding written unconditional releases of the Chromalloy Subsidiaries from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees (Precoat), which shall be effective as of the Closing, in each case including by providing substitute guarantees with terms that are at least as favorable causing the Chromalloy Subsidiaries or the Precoat Subsidiaries, respectively, to the counterparty as the terms of the applicable Business Guarantees and by furnishing furnish letters of credit, instituting institute escrow arrangements, posting post surety or performance bonds or making make such other arrangements as the counterparty may request. Subject reasonably request and in the case of such obligations of the Precoat Subsidiaries, as approved by Buyer (such approval not to Section 5.07(bbe unreasonably withheld, conditioned or delayed), if . (b) If any Business Guarantee (Precoat) or Business Guarantee (Chromalloy) has not been fully and unconditionally released as of the Closing DateClosing, then (i) Seller and Buyer shall, for one hundred eighty (180) days following the closing, shall cooperate and use its their respective commercially reasonable efforts after following the Closing to cause terminate each such unreleased Business Guarantee (Precoat) or Business Guarantee (Chromalloy), or, if Seller and Buyer are unable to so terminate, cause Seller or one of its Subsidiaries to be released promptlysubstituted in all respects for each Precoat Subsidiary in respect of all obligations under such Business Guarantees (Chromalloy) and cause Buyer or one of its Affiliates to be substituted in all respects for each Chromalloy Subsidiary in respect of all obligations under such Business Guarantees (Precoat), (ii) (x) Seller shall indemnify and hold harmless the Buyer Indemnitees for any Liabilities arising from or relating to such Business Guarantees (Chromalloy) following the Closing, including any claim or demand for payment made on any Precoat Subsidiary under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds constituting a Business Guarantee (Chromalloy) following the Closing, and (y) Buyer shall indemnify and hold harmless the Chromalloy Indemnitees for any Liabilities arising from or relating to such Business Guarantees (Precoat) following the Closing, including any claim or demand for payment made on any Chromalloy Subsidiary under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds constituting a Business Guarantee (Precoat) following the Closing, and (iii) Seller shall not permit any of the Chromalloy Subsidiaries (without the consent of Buyer, not to be unreasonably withheld, conditioned or delayed) and Buyer shall not permit any of the Precoat Subsidiaries (without the consent of Seller, not to be unreasonably withheld, conditioned or delayed) to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party or (D) amend in any manner, except as contemplated pursuant to clause (i) above or otherwise required by this Agreement, any Contract under which any Precoat Subsidiary (under such Business Guarantee (Chromalloy)) or Chromalloy Subsidiary (under such Business Guarantee (Precoat)) is or would reasonably be expected to be liable. To the extent that the Precoat Subsidiaries have performance obligations under any Business Guarantee (Chromalloy), Seller will use commercially reasonable efforts to (x) perform such obligations on behalf of the Precoat Subsidiaries or (y) otherwise take such action as reasonably requested by Buyer so as to put the Precoat Subsidiaries in the same position as if Seller, and not a Precoat Subsidiary, had performed or were performing such obligations. To the extent that the Chromalloy Subsidiaries have performance obligations under any Business Guarantee (Precoat), Buyer will use commercially reasonable efforts to (x) perform such obligations on behalf of the Chromalloy Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to put the Chromalloy Subsidiaries in the same position as if Buyer, and not a Chromalloy Subsidiary, had performed or were performing such obligations. (c) Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Closing Date, Parent and its (i) (x) each of the Precoat Subsidiaries may, in such Person’s sole discretion, take any action lawfully permitted pursuant to the terms of such Business Guarantee (Chromalloy) to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify Guarantees (Chromalloy) and hold harmless Parent and its (y) no Precoat Subsidiaries from and will have any obligation to renew any letters of credit or surety or performance bonds issued on behalf of any Chromalloy Subsidiary or the Chromalloy Business after the Closing for expiration of any Liabilities arising out such letters of credit or surety or performance bonds, and (ii) (x) each of the Chromalloy Subsidiaries may, in such Person’s sole discretion, take any action lawfully permitted pursuant to the terms of such Business Guarantee (Precoat) to terminate, obtain release of or relating to otherwise limit its Liability under any and all outstanding Business Guarantees which relate (Precoat) and (y) no Chromalloy Subsidiaries will have any obligation to periods following renew any letters of credit or surety or performance bonds issued on behalf of any Precoat Subsidiary or the Closing, and Precoat Business after the expiration of any such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04letters of credit or surety or performance bonds. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closing.

Business Guarantees. (a) Buyer shall use its commercially reasonable efforts Other than with respect to obtain from the respective beneficiaryeach Business Guarantee (Fluids) listed on Schedule 1.01(a), in form and substance reasonably satisfactory to Parent, on or before the Closing, Seller has received valid and binding written unconditional releases of Parent and its the Non-Business Subsidiaries, as applicable, Fluids Subsidiaries from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the Closing, which shall be effective as of the Closing(Fluids), including by providing substitute guarantees with terms that are at least as favorable causing the Non-Fluids Subsidiaries or the Fluids Entities, respectively, to the counterparty as the terms of the applicable Business Guarantees and by furnishing furnish letters of credit, instituting institute escrow arrangements, posting post surety or performance bonds or making make such other arrangements as the counterparty may reasonably request. Subject . (b) With respect to Section 5.07(beach Business Guarantee (Fluids) listed on Schedule 1.01(a), if any Business Guarantee has not been released as of the Closing Date, then Buyer shall, for one hundred eighty (180i) days following the closing, Seller and Purchaser shall cooperate and use its their respective commercially reasonable efforts after following the Closing to cause terminate each such unreleased Business Guarantee (Fluids) in accordance with its terms or, if Seller and Purchaser are unable to so terminate any such Business Guarantee (Fluids), cause Purchaser or one of its Affiliates to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(bsubstituted in all respects for each Non-Fluids Subsidiary in respect of all obligations under such Business Guarantees (Fluids), and until such termination or substitution shall have occurred, Seller shall maintain or cause the Parties acknowledge Non-Fluids Subsidiaries to maintain such Business Guarantee (Fluids) and agree that at any time on or after the Closing Date, Parent and its Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer (ii) Purchaser shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing Non-Fluids Indemnitees for any Liabilities arising out of from or relating to any such Business Guarantees which relate (Fluids), other than the Thailand LC (it being understood that Purchaser shall have paid to periods Seller the Thailand LC Amount at Closing), following the Closing, including any claim or demand for payment made on any Non-Fluids Subsidiary under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds constituting a Business Guarantee (Fluids) following the Closing. To the extent that the Non-Fluids Subsidiaries have performance obligations under any Business Guarantee (Fluids), Purchaser will use 55 commercially reasonable efforts to (x) perform such indemnification obligations shall on behalf of the Non-Fluids Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to put the Non-Fluids Subsidiaries in the same position as if Purchaser, and not be subject to any limitations on liability set forth in Section 9.04a Non-Fluids Subsidiary, had performed or were performing such obligations. (bc) Notwithstanding anything herein to Without limiting the contrary, including generality of Section 5.07(a5.03(b), Seller shall promptly pay to Purchaser the extent any Business Guarantees are required to be provided as a condition toThailand LC Amount, pursuant toby wire transfer of immediately available funds, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect following the date on which the Thailand LC and related cash collateral has been terminated and released, following replacement by Purchaser of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued Thailand LC in the name of Buyer or renewed by a Business Entity following Closingaccordance with Section 5.03(b).

Business Guarantees. (a) Prior to the Closing, Buyer and Seller shall, and shall cause their respective Affiliates to, cooperate and use its their respective commercially reasonable efforts to obtain from the respective beneficiary, in form and substance reasonably satisfactory to ParentSeller, on or before the ClosingClosing Date, valid and binding written unconditional releases of Parent Seller and its Non-Business Subsidiariesany Retained Entity, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as and any other guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by Seller or any of the ClosingRetained Entities in support of any obligation of the Business (other than those set forth on Schedule 1.01(a)) identified in writing by Seller to Buyer following the date of this Agreement (“Additional Business Guaranties”), which shall be effective as of the Closing, including by providing substitute guarantees with terms that are at least as favorable to the counterparty as the terms of the applicable Business Guarantees and by furnishing letters of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may reasonably request. Subject to Section 5.07(b), if . (b) If any Business Guarantee or Additional Business Guarantee has not been fully and unconditionally released as of the Closing DateClosing, then (i) Buyer shall, for one hundred eighty (180) days following the closing, and Seller shall cooperate and use its their respective commercially reasonable efforts after to terminate, or, if the Closing Parties are unable to so terminate, cause Buyer or one of its Subsidiaries to be substituted in all respects for Seller or any Retained Entity in respect of, all obligations under such Business Guarantees or Additional Business Guarantees, (ii) to the extent that the Parties are unable to cause each such unreleased termination or substitution on commercially reasonable terms, the Retained Entities, as applicable, shall continue such Business Guarantees or Additional Business Guarantees for a period of no longer than six (6) months following the Closing, and Buyer shall indemnify and hold harmless Seller and the Retained Entities and their respective equityholders or Representatives for any Liabilities arising from or relating to such Business Guarantees or Additional Business Guarantees, including any claim or demand for payment made on Seller or any Retained Entity under, and any fees in connection with the issuance and maintenance of, any letters of credit or surety or performance bonds and (iii) Buyer shall not, and shall not permit any of the Purchased Subsidiaries to (A) renew or extend the term of, (B) increase its obligations under, (C) transfer to another third party or (D) amend in any manner, except (x) as contemplated pursuant to clause (i) above, (y) if such amendment could not reasonably be expected to increase the Liabilities of Seller or the Retained Entities or any of their respective Affiliates and is not otherwise adverse to Seller or any of the Retained Entities or any of their respective Affiliates, or (z) as otherwise required by this Agreement, any loan, Contract or other obligation for which Seller or any Retained Entity is, or would reasonably be expected to be, liable under such Business Guarantee or Additional Business Guarantee. To the extent that Seller or the Retained Entities have performance obligations under any Business Guarantee or Additional Business Guarantee, Buyer will use commercially reasonable efforts to be released promptly. (x) perform such obligations on behalf of Seller and the Retained Entities or (y) otherwise take such action as reasonably requested by Seller so as to put Seller and the Retained Entities in the same position as if Buyer, and not Seller or a Retained Entity, had performed or were performing such obligations. (c) Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that (i) at any time on or after the five (5) month anniversary of the Closing Date, Parent Seller and its Subsidiaries each of the Retained Entities may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Business Guarantees. Buyer shall indemnify Guarantees or Additional Business Guarantees and hold harmless Parent and its Subsidiaries from and (ii) at any time on or after the Closing for Date, neither Seller nor any Liabilities arising out Retained Entity will have any obligation to renew any letters of credit or relating to surety or performance bonds issued on behalf of any Purchased Subsidiary or the Business Guarantees which relate to periods following after the Closing, and expiration of any such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04letters of credit or surety or performance bonds. (b) Notwithstanding anything herein to the contrary, including Section 5.07(a), to the extent any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection with a Permit issued to a Business Entity or otherwise in respect of the Business, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of Buyer or renewed by a Business Entity following Closing.

Business Guarantees. (a) From and after the date hereof, (a) Buyer and Seller shall cooperate and use its their respective commercially reasonable efforts to obtain terminate, or, if the Parties are unable to so terminate, cause Buyer or one of its Subsidiaries to be substituted in all respects for Seller or any Retained Subsidiary in respect of, all obligations under such Business Guarantees, (b) Buyer shall indemnify and hold harmless Seller Indemnitees for any Damages arising from or relating to such Business Guarantees, including any fees in connection with the respective beneficiaryissuance and maintenance of any letters of credit, in form and substance reasonably satisfactory to Parent, on or before the Closing, valid and binding written releases of Parent and its Non-Business Subsidiaries, as applicable, from (c) Buyer shall not permit any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the ClosingPurchased Subsidiaries to (i) renew or extend the term of (other than the exercise of existing renewal options expressly set forth in the applicable Contract), which shall be effective as (ii) increase its obligations under, (iii) transfer to a third party (other than in connection with a full sale of the ClosingBusiness to such third party pursuant to which such third party has expressly agreed in writing to be bound by the same obligations as Buyer under this Section 6.11, including by providing substitute guarantees with terms mutatis mutandis; provided, that are at least as favorable no such transfer shall relieve Buyer of its obligation to indemnify the counterparty Seller Indemnitees under this Section 6.11), or (iv) amend in any manner that would reasonably be expected to increase the Liabilities or other obligations of Seller under or related to, any loan, Contract or other obligation underlying any such Business Guarantee; provided, however, that nothing contained herein will preclude Buyer from exercising existing options to renew or extend any Lease or any amendment so long as the terms beneficiary of the applicable Business Guarantees and by furnishing letters Guarantee shall have executed an agreement expressly agreeing to limit the Liability of credit, instituting escrow arrangements, posting surety Seller under the applicable Business Guarantee to those Liabilities in existence as of immediately prior to such amendment. To the extent that Seller or the Retained Subsidiaries have performance bonds or making other arrangements as the counterparty may request. Subject to Section 5.07(b), if obligations under any Business Guarantee has not been released as of the Closing DateGuarantee, then Buyer shall, for one hundred eighty (180) days following the closing, will use its commercially reasonable efforts after to (x) perform such obligations on behalf of Seller and the Closing Retained Subsidiaries or (y) otherwise take such action as reasonably requested by Seller so as to cause each put Seller and the Retained Subsidiaries in the same position as if Buyer, and not Seller or a Retained Subsidiary, had performed or were performing such unreleased Business Guarantee to be released promptly. obligations. (b) Notwithstanding anything to the contrary herein but subject to Section 5.07(b)herein, the Parties acknowledge and agree that at any time on or after the Initial Closing Date, Parent (i) Seller and its the Retained Subsidiaries may, in such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their its Liability under any and all outstanding Business Guarantees. Guarantees that would not result in a breach of or default under the loan, Contract or other obligation underlying such Business Guarantee, provided that Seller shall not, without notice to the Buyer, contact any third party under any loan, Contract or other obligation underlying the applicable Business Guarantee in respect of such Business Guarantee, and, further, Buyer shall indemnify have right to participate in any discussions between Seller and hold harmless Parent the Retained Subsidiary, on the one hand, and its any third party under such loan, Contract or other obligation underlying the applicable Business Guarantee related to such Business Guarantee; and (ii) neither Seller nor any of the Retained Subsidiaries from and will have any obligation to renew any letters of credit, bonds or similar securities issued on behalf of any Purchased Subsidiary or the Business after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04expiration thereof. (bc) Notwithstanding anything herein to the contrarycontrary contained in this Agreement, including but subject to the provisions of this Section 5.07(a6.11(c), in the event the landlord under the Baton Rouge Lease (the “Baton Rouge Landlord”) so requests, Seller shall execute such additional documentation as is reasonably requested to evidence the extended Business Guarantee covering all of tenant’s obligations under the Baton Rouge Lease from July 1, 2022 through June 30, 2027, as referenced and solely to the extent expressly provided in Section 6 of the Second Baton Rouge Amendment 34 (the “Extended Guarantee”); provided that (i) Buyer has not initiated or originated any Business Guarantees are required to be provided as a condition to, pursuant to, or otherwise in connection discussion with a Permit issued to a Business Entity or otherwise the Baton Rouge Landlord in respect of such Extended Guarantee, and (ii) Buyer is unable, following the Businessuse of commercially reasonable efforts, Parent shall maintain all such Business Guarantees until such time as such Permit has been reissued in the name of to cause Buyer or renewed one of its Subsidiaries to be substituted in all respects for Seller in respect of, all obligations under such Extended Guarantees. Notwithstanding the foregoing, if Buyer takes any affirmative actions to cease business operations at the premises subject to the Baton Rouge Lease, Seller shall have no further obligations under this Section 6.11(c) to the extent the Extended Guarantee has not been previously requested by a Business Entity following Closingthe Baton Rouge Landlord in accordance with this Section 6.11(c).

Business Guarantees. (a) Without limiting Section 5.23(b) in any respect, Buyer shall shall, at its sole expense, use its commercially reasonable efforts to obtain from the respective beneficiarycause itself or its Affiliates to be substituted in all respects for Seller and any of its Affiliates, in form and substance reasonably satisfactory to Parent, on or before the Closing, valid and binding written releases of Parent for Seller and its Non-Business SubsidiariesAffiliates to be fully released, as applicable, from any Liability, whether arising before, on or after the Closing Date, under any Business Guarantees in effect as of the Closing, which shall be effective as of the Closing, including in respect of, or otherwise terminate (and cause Seller and its Affiliates to be released in respect of), all obligations of Seller and its Affiliates under each Specified Business Guarantee (including, in each case, by providing substitute guarantees delivering at Closing (i) executed agreements to assume reimbursement obligations for such Specified Business Guarantees, (ii) executed instruments of guaranty, letters of credit or other instruments requested by any banks, landlords, customers or other counterparties with terms that are respect to any Specified Business Guarantees, and (iii) any other documents reasonably requested by Seller in connection with this Section 5.23). In furtherance and not in limitation of the foregoing, at least as favorable the request of Seller or any of its Affiliates and subject to any required third-party consents, Buyer shall and shall cause its Affiliates to assign or cause to be assigned any Contract or Permit underlying such Specified Business Guarantee to an Affiliate of Buyer meeting the applicable net worth and other requirements in such Contract or Permit to give effect to the counterparty as the terms provisions of the applicable preceding sentence. For any Specified Business Guarantees for which Buyer or its Affiliates are not substituted in all respects for Seller and by furnishing letters its Affiliates (or for which Seller or any of credit, instituting escrow arrangements, posting surety or performance bonds or making other arrangements as the counterparty may request. Subject to Section 5.07(b), if any Business Guarantee has its Affiliates are not been released released) effective as of the Closing Dateand that cannot otherwise be terminated effective as of the Closing (with Seller and its Affiliates to be released in respect thereof), then Buyer shall, for one hundred eighty (180) days following the closing, shall continue to use its reasonable best efforts and shall cause its Affiliates to use their reasonable best efforts to effect such substitution or termination and release as soon as practicable after the Closing. Without limiting the foregoing, Buyer shall not, and shall cause its Affiliates not to, extend or renew any Contract or Permit containing or underlying a Specified Business Guarantee unless, prior to or concurrently with such extension or renewal, Buyer or its Affiliates are substituted in all respects for Seller and its Affiliates, and Seller and its Affiliates are released in respect of all obligations under such Specified Business Guarantee. If any other Business Guarantee is identified after the date of this Agreement, Buyer shall use commercially reasonable efforts after to cause itself or its Affiliates to be substituted in all respects for Seller and any of its Affiliates, and for Seller and its Affiliates to be fully released, effective as of the Closing to or as promptly as practicable thereafter, in respect of, or otherwise terminate and cause each such unreleased Business Guarantee Seller and its Affiliates to be released promptly. Notwithstanding anything to the contrary herein but subject to Section 5.07(b)in respect of, the Parties acknowledge and agree that at any time on or after the Closing Date, Parent all obligations of Seller and its Subsidiaries may, in Affiliates under each such Person’s sole discretion, take any action to terminate, obtain release of or otherwise limit their Liability under any and all outstanding Business Guarantees. Buyer shall indemnify and hold harmless Parent and its Subsidiaries from and after the Closing for any Liabilities arising out of or relating to any Business Guarantees which relate to periods following the Closing, and such indemnification obligations shall not be subject to any limitations on liability set forth in Section 9.04Guarantee. (b) Notwithstanding anything herein to From and after the contraryClosing, including Section 5.07(a)Buyer and the Transferred Subsidiaries shall, to the extent jointly and severally, indemnify and hold harmless Seller and any Business Guarantees of its Affiliates against any Losses that Seller or any of its Affiliates suffer, incur or are required to be provided as a condition to, pursuant to, liable for by reason of or otherwise arising out of or in connection with (i) Seller or any of its Affiliates issuing, making payment under, being required to pay or reimburse the issuer of, or being a Permit issued party to, any Business Guarantee, (ii) any claim or demand for payment made to a Business Entity Seller or otherwise in any of its Affiliates with respect to any of the Business, Parent shall maintain all such Business Guarantees until such time or (iii) any Action by any Person who is or claims to be entitled to the benefit of or claims to be entitled to payment, reimbursement or indemnity with respect to any Business Guarantee, and shall, as such Permit has been reissued promptly as practicable but in no event later than five Business Days following receipt of written notice from Seller, reimburse Seller for any Losses incurred in connection with any of the name foregoing clauses (i) through (iii). For the avoidance of Buyer doubt, and not in limitation of the foregoing, upon and after the Closing, Seller and its Affiliates may terminate any or renewed by a all Business Entity following ClosingGuarantees.