Common use of Buyer Obligations Clause in Contracts

Buyer Obligations. (a) During the Interim Period, the Buyer shall use best endeavours to procure the satisfaction of an Existing Credit Support Instrument Release Condition with respect to each Existing Credit Support Instrument (the “Release Obligation”) at Closing or as soon as practicable following Closing. (b) The Buyer shall maintain in full force and effect the New Guarantee Bank Commitment Letter and obtain the New Guarantee Bank Credit Support Instrument on the terms set forth therein by satisfying on a timely basis at or prior to Closing all conditions set forth in the New Guarantee Bank Commitment Letter and shall cause the New Guarantee Bank to perform its obligations under the New Guarantee Bank Commitment Letter upon satisfaction of such conditions, in each case unless the Buyer has replaced the New Guarantee Bank Credit Support Instrument with a comparable Credit Support Instrument that is reasonably satisfactory to the Seller, in which case all references in this Agreement to the “New Guarantee Bank Credit Support Instrument” shall be deemed to be references to such new Credit Support Instrument. (c) Save with the prior written consent of the Seller, from the Closing Date until the Existing Credit Support Instrument Release Condition with respect to the applicable Existing Credit Support Instruments is satisfied, the Buyer shall (i) take any actions to ensure that the applicable New Guarantee Bank Credit Support Instruments and the applicable Guarantee ECLs are in full force and effect and are not terminated (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs) or breached by the Buyer or any of its Affiliated Persons parties thereto and (ii) refrain from taking any actions expected to cause any of the applicable New Guarantee Bank Credit Support Instruments or either of the applicable Guarantee ECLs to be terminated, assigned or breached by the Buyer or any Acquired Entity, as applicable (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs). (d) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied at Closing, then, from and after Closing, the Buyer shall: (i) continue to perform the Release Obligation with respect to such Existing Credit Support Instrument until the satisfaction of the Existing Credit Support Instrument Release Condition with respect to such Existing Credit Support Instrument; (ii) indemnify and hold each Seller Group Company party to such Existing Credit Support Instrument or a relevant Seller Group Credit Support Document harmless from and against all Losses (except for amounts payable pursuant to paragraph 3(d) of this Schedule 21 (Specified Credit Support Instruments) and the fees set forth in paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments)) suffered or incurred by such Seller Group Company in relation to or arising out of (A) any claim by the relevant Existing Credit Support Provider against such Seller Group Company under a relevant Seller Group Credit Support Document in connection with a claim made by the beneficiary of such Existing Credit Support Instrument to the extent that the Seller would not otherwise be liable to the Buyer under any other provision of this Agreement or (B) any breach by the Buyer of the obligations under paragraph 2(d)(iv) of this Schedule 21 (Specified Credit Support Instruments); (iii) if an Existing Credit Support Provider demands that a Seller Group Company deposit cash with or provide collateral to the relevant Existing Credit Support Provider in connection with such Existing Credit Support Instrument and such demand is made for a reason solely related to an Acquired Entity’s business or an Acquired Entities’ Concession of an Acquired Entity, then, not later than one (1) day before the date the relevant Seller Group Company must deposit such cash with or provide such collateral to the relevant Existing Credit Support Provider, deposit, or cause to be deposited, cash in the amount demanded in a dedicated blocked account with or provide such collateral to the relevant Existing Credit Support Provider, subject to arrangements reasonably satisfactory to the Buyer that such cash or collateral may be released to the account designated by the Buyer promptly upon the relevant Existing Credit Support Instrument Release Condition being satisfied; and (iv) on or before the date which is five (5) Business Days following the Bridge Period Expiration Date, reimburse to the Seller or cause the Acquired Entities to reimburse to the Seller, as applicable, an amount equal to the fees paid by the Seller pursuant to paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments). (e) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied by the Bridge Period Expiration Date, then, upon demand by the Seller, the Buyer shall deposit, or cause to be deposited, cash on a blocked account opened in the name of the Seller in an amount up to the outstanding amount covered by the relevant Existing Credit Support Instrument (or provide a Credit Support Instrument reasonably acceptable to the Seller in favour of the Seller in the outstanding amount of the relevant Existing Credit Support Instrument) on the date set forth in the demand, which amount shall be held in such blocked account solely as security and is to be released from such blocked account to an account designated by the Buyer upon the satisfaction of the Existing Credit Support Instrument Release Condition. (f) If the Buyer fails to perform its obligations under paragraph 2(d)(ii) or paragraph 2(e) of this Schedule 21 (Specified Credit Support Instruments) within five (5) Business Days after such obligation becomes due, then the Seller may draw or make demand on the relevant Buyer Credit Support Instrument to the extent it has a right to do so pursuant to the terms of the relevant Buyer Credit Support Instrument. (g) During the Interim Period or thereafter, to the extent the Buyer delivers to the Seller a Credit Support Instrument in a form reasonably acceptable to the Seller in relation to any Existing Credit Support Instrument that is issued to the Seller or pursuant to which the Seller is a beneficiary until the relevant Existing Credit Support Instrument Release Condition has been satisfied, the Seller and the Buyer acknowledge and agree that the relevant Guarantee ECL (or applicable portion thereof) shall be considered replaced and terminated.

Buyer Obligations. (a) During the Interim Period, the The Buyer shall use reasonable best endeavours efforts to procure the satisfaction of an Existing Credit Support Instrument Release Condition with respect to each Existing Credit Support Instrument (the “Release Obligation”) at Closing or as soon as practicable following Closing. (b) The Buyer shall maintain in full force and effect the New Guarantee Bank Commitment Letter and obtain the New Guarantee Bank Credit Support Instrument on the terms set forth therein by satisfying on a timely basis at or prior to Closing all conditions set forth in the New Guarantee Bank Commitment Letter and shall cause the New Guarantee Bank to perform its obligations under the New Guarantee Bank Commitment Letter upon satisfaction of such conditions, in each case unless the Buyer has replaced the New Guarantee Bank Credit Support Instrument with a comparable Credit Support Instrument that is reasonably satisfactory to the Seller, in which case all references in this Agreement to the “New Guarantee Bank Credit Support Instrument” shall be deemed to be references to such new Credit Support Instrument. (c) Save with the prior written consent registration of the Seller, from the Closing Date until the Existing Credit Support Instrument Release Condition with respect to the applicable Existing Credit Support Instruments is satisfied, the Buyer shall (i) take any actions to ensure that the applicable New Guarantee Bank Credit Support Instruments and the applicable Guarantee ECLs are in full force and effect and are not terminated (except Registrable Securities in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) hereof, and in accordance with the terms of the Guarantee ECLs) or breached by pursuant thereto the Buyer or any will: (a) use reasonable best efforts to cause such Registration Statement to remain continuously effective for a period that will terminate upon the earlier of its Affiliated Persons parties thereto and (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) refrain from taking any actions expected the date on which all Registrable Securities covered by such Registration Statement (other than with respect to cause any Registrable Securities owned by Affiliates of the applicable New Guarantee Bank Credit Support Instruments Buyer) may be sold pursuant to Rule 144 without being subject to any volume limitation or either (iii) one year from the closing of the applicable Guarantee ECLs Merger Agreement (the “Effectiveness Period”); (b) use reasonable best efforts to prepare and file with the SEC such amendments, post-effective amendments and prospectus supplements to the Registration Statement and the Prospectus used in connection therewith as may be terminatednecessary to keep such Registration Statement continuously effective, assigned or breached supplemented and amended for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby; (c) in connection with an Underwritten Offering, if requested by the Buyer managing underwriter(s), if any, or the Sellers’ Representative on behalf of any Holder, promptly include in a prospectus supplement, post-effective amendment or Issuer Free Writing Prospectus such information as the managing underwriter(s), if any, or any Acquired Entitysuch Holder, through the Sellers’ Representative, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement, such post-effective amendment or Issuer Free Writing Prospectus as applicable (except in accordance with soon as practicable after the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs).Buyer has received such request; (d) If provide to the Existing Credit Support Instrument Release Condition Sellers’ Representative copies of the Registration Statement and all amendments and supplements thereto (other than reports and proxy statements filed by the Buyer under the Exchange Act that are incorporated by reference in the Registration Statement or the Prospectus) no fewer than two Business Days prior to their filing with respect the SEC; (e) furnish to an Existing Credit Support Instrument the Sellers’ Representative, and each managing underwriter, if any, without charge, (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by the Buyer, a copy of the Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Buyer to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion of any thereof which contains information for which the Buyer has not been satisfied at Closingsought confidential treatment), thenand (B) such number of copies of a Prospectus, from including a preliminary prospectus and after Closingany Issuer Free Writing Prospectus relating to such Prospectus, and all amendments and supplements thereto and such other documents as the Sellers’ Representative may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holders that are covered by the related Registration Statement; (f) make available for inspection by (i) the Sellers’ Representative or (ii) upon execution of a customary confidentiality agreement, a selling Holder, the managing underwriter(s), if any, and any attorneys or accountants retained by such Persons, at the offices where normally kept, during reasonable business hours, financial and other records, pertinent corporate documents and properties of the Buyer shall:and its subsidiaries, and cause the officers, directors and employees of the Buyer and its subsidiaries to supply all information in each case reasonably requested by the Sellers’ Representative or any such Holder, representative, managing underwriter(s), attorney or accountant in connection with such Registration Statement; (g) use reasonable best efforts to (A) prevent the issuance of any stop order or other suspension of effectiveness of the Registration Statement and, (B) if such order is issued, to obtain the withdrawal of any stop order or other suspension of effectiveness of the Registration Statement; (h) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify or cooperate with the Sellers’ Representative in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Sellers’ Representative and do any and all other acts or things reasonably necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Buyer shall not be required in connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(h), (B) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(h), or (C) file a general consent to service of process in any such jurisdiction; (i) continue use reasonable best efforts to perform cause all Registrable Securities covered by the Release Obligation with respect Registration Statement to such Existing Credit Support Instrument until be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the satisfaction of the Existing Credit Support Instrument Release Condition with respect to such Existing Credit Support InstrumentBuyer are then listed; (iij) indemnify promptly notify the Sellers’ Representative, at any time when a Prospectus relating to Registrable Securities is required to be delivered under the Securities Act (including during any period when the Buyer is in compliance with Rule 172), upon discovery that, or upon the happening of any event as a result of which, the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and hold each Seller Group Company party to such Existing Credit Support Instrument or a relevant Seller Group Credit Support Document harmless from and against all Losses (except for amounts payable if required by applicable law, promptly prepare, file with the SEC pursuant to paragraph 3(d) of this Schedule 21 (Specified Credit Support Instruments) Rule 172 and Rule 424(b), as applicable, and furnish to the fees set forth in paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments)) suffered or incurred by such Seller Group Company in relation Sellers’ Representative a supplement to or arising out of (A) any claim by the relevant Existing Credit Support Provider against such Seller Group Company under a relevant Seller Group Credit Support Document in connection with a claim made by the beneficiary an amendment of such Existing Credit Support Instrument Prospectus as may be necessary so that such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Upon receipt of a notification from Buyer as provided for in this Section 3(j), the Sellers’ Representative shall use commercially reasonable efforts to promptly notify all of the Holders of the existence of the event giving rise to the extent Allowed Delay and advise the Holders in writing that all sales must cease under the Seller would not otherwise be liable to Registration Statement until the Buyer under any other provision of this Agreement or (B) any breach by the Buyer end of the obligations under paragraph 2(d)(iv) of this Schedule 21 (Specified Credit Support Instruments)Allowed Delay; (iiik) if an Existing Credit Support Provider demands make and keep current public information available, as that a Seller Group Company deposit cash term is understood and defined in Rule 144 under the 1933 Act, at all times; (l) otherwise use reasonable best efforts to comply with or provide collateral to all applicable rules and regulations of the relevant Existing Credit Support Provider in connection with SEC under the Securities Act and the Exchange Act and take such Existing Credit Support Instrument and such demand is made for a reason solely related to an Acquired Entity’s business or an Acquired Entities’ Concession of an Acquired Entity, then, not later than one (1) day before the date the relevant Seller Group Company must deposit such cash with or provide such collateral to the relevant Existing Credit Support Provider, deposit, or cause to be deposited, cash in the amount demanded in a dedicated blocked account with or provide such collateral to the relevant Existing Credit Support Provider, subject to arrangements reasonably satisfactory to the Buyer that such cash or collateral other actions as may be released reasonably necessary to facilitate the account designated by registration of the Buyer promptly upon the relevant Existing Credit Support Instrument Release Condition being satisfiedRegistrable Securities hereunder; and (ivm) on use reasonable best efforts to take all other steps necessary or before reasonably required to effect the date which is five (5) Business Days following the Bridge Period Expiration Date, reimburse to the Seller or cause the Acquired Entities to reimburse to the Seller, as applicable, an amount equal to the fees paid by the Seller pursuant to paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments). (e) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied by the Bridge Period Expiration Date, then, upon demand by the Seller, the Buyer shall deposit, or cause to be deposited, cash on a blocked account opened in the name registration of the Seller in an amount up to the outstanding amount Registrable Securities covered by the relevant Existing Credit Support Instrument (or provide a Credit Support Instrument reasonably acceptable to the Seller in favour of the Seller in the outstanding amount of the relevant Existing Credit Support Instrument) on the date set forth in the demand, which amount shall be held in such blocked account solely as security and is to be released from such blocked account to an account designated by the Buyer upon the satisfaction of the Existing Credit Support Instrument Release ConditionRegistration Statement contemplated hereby. (f) If the Buyer fails to perform its obligations under paragraph 2(d)(ii) or paragraph 2(e) of this Schedule 21 (Specified Credit Support Instruments) within five (5) Business Days after such obligation becomes due, then the Seller may draw or make demand on the relevant Buyer Credit Support Instrument to the extent it has a right to do so pursuant to the terms of the relevant Buyer Credit Support Instrument. (g) During the Interim Period or thereafter, to the extent the Buyer delivers to the Seller a Credit Support Instrument in a form reasonably acceptable to the Seller in relation to any Existing Credit Support Instrument that is issued to the Seller or pursuant to which the Seller is a beneficiary until the relevant Existing Credit Support Instrument Release Condition has been satisfied, the Seller and the Buyer acknowledge and agree that the relevant Guarantee ECL (or applicable portion thereof) shall be considered replaced and terminated.

Buyer Obligations. From time to time during the period commencing on the Denver Closing Date and ending upon the earlier of (ax) During the Interim first anniversary of the Denver Closing Date, or (y) such time as Seller shall have advised Buyer in writing that it has completed its resale of the Leap Shares delivered hereunder (the "Resale Period") , the Buyer shall use best endeavours to procure do the satisfaction of an Existing Credit Support Instrument Release Condition with respect to each Existing Credit Support Instrument (the “Release Obligation”) at Closing or as soon as practicable following Closing. (b) The Buyer shall maintain in full force and effect the New Guarantee Bank Commitment Letter and obtain the New Guarantee Bank Credit Support Instrument on the terms set forth therein by satisfying on a timely basis at or prior to Closing all conditions set forth in the New Guarantee Bank Commitment Letter and shall cause the New Guarantee Bank to perform its obligations under the New Guarantee Bank Commitment Letter upon satisfaction of such conditions, in each case unless the Buyer has replaced the New Guarantee Bank Credit Support Instrument with a comparable Credit Support Instrument that is reasonably satisfactory to the Seller, in which case all references in this Agreement to the “New Guarantee Bank Credit Support Instrument” shall be deemed to be references to such new Credit Support Instrument. (c) Save with the prior written consent of the Seller, from the Closing Date until the Existing Credit Support Instrument Release Condition with respect to the applicable Existing Credit Support Instruments is satisfied, the Buyer shall (i) take any actions to ensure that the applicable New Guarantee Bank Credit Support Instruments and the applicable Guarantee ECLs are in full force and effect and are not terminated (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs) or breached by the Buyer or any of its Affiliated Persons parties thereto and (ii) refrain from taking any actions expected to cause any of the applicable New Guarantee Bank Credit Support Instruments or either of the applicable Guarantee ECLs to be terminated, assigned or breached by the Buyer or any Acquired Entity, as applicable (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs). (d) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied at Closing, then, from and after Closing, the Buyer shallfollowing: (i) continue Prepare and deliver to perform the Release Obligation with respect to such Existing Credit Support Instrument until the satisfaction Seller as many copies of the Existing Credit Support Instrument Release Condition with respect Prospectus (as hereafter defined) and other documents incident thereto, including any amendment or supplement to such Existing Credit Support Instrumentthe Prospectus, as Seller may from time to time reasonably request; (ii) indemnify Use its reasonable efforts to comply with all requirements imposed upon it by the Securities Act, by the Securities Exchange Act of 1934 (as amended and hold each together with the rules and regulations promulgated thereunder, the "Exchange Act"), and by the undertakings in the Registration Statement (including but not limited to the undertakings required by Item 512(g) of Regulation S-K) so far as is necessary to permit the continuance of resales of Leap Shares by Seller Group Company party to the public, free and clear of any restrictions under the Securities Act except for prospectus delivery requirements, including the preparation and filing with the SEC of such amendment and supplements to such Existing Credit Support Instrument Registration Statement as may be necessary to comply with the provisions of the Securities Act. If, at any time during the Resale Period, an event shall occur which makes it necessary to amend or a relevant supplement the Registration Statement or the Prospectus to comply with law or with the rules and regulations of the SEC, Buyer shall forthwith notify Seller Group Credit Support Document harmless from of the proposed amendment or supplement and against all Losses (except for amounts payable pursuant prepare and furnish to paragraph 3(d) Seller such number of this Schedule 21 (Specified Credit Support Instruments) copies of an amended or supplemented Registration Statement or Prospectus that complies with law and with such rules and regulations as Seller may reasonably request. Seller shall suspend its sales of Leap Shares pending the fees set forth in paragraph 3(c) preparation and delivery of this Schedule 21 (Specified Credit Support Instruments)) suffered such amendment or incurred by supplement and until such Seller Group Company in relation time as each such amendment or amendments to or arising out of (A) any claim the Registration Statement has been declared effective by the relevant Existing Credit Support Provider against such Seller Group Company under a relevant Seller Group Credit Support Document in connection with a claim made by the beneficiary of such Existing Credit Support Instrument to the extent that the Seller would not otherwise be liable to the SEC. Buyer under authorizes Seller, and any other provision of this Agreement brokers or (B) any breach by the Buyer dealers effecting sales of the obligations under paragraph 2(d)(iv) of this Schedule 21 (Specified Credit Support Instruments); (iii) if an Existing Credit Support Provider demands that a Seller Group Company deposit cash with or provide collateral to the relevant Existing Credit Support Provider in connection with such Existing Credit Support Instrument and such demand is made Leap Shares for a reason solely related to an Acquired Entity’s business or an Acquired Entities’ Concession of an Acquired Entity, then, not later than one (1) day before the date the relevant Seller Group Company must deposit such cash with or provide such collateral to the relevant Existing Credit Support Provider, deposit, or cause to be deposited, cash in the amount demanded in a dedicated blocked account with or provide such collateral to the relevant Existing Credit Support Provider, subject to arrangements reasonably satisfactory to the Buyer that such cash or collateral may be released to the account designated by the Buyer promptly upon the relevant Existing Credit Support Instrument Release Condition being satisfied; and (iv) on or before the date which is five (5) Business Days following the Bridge Period Expiration Date, reimburse to the Seller or cause the Acquired Entities to reimburse to the of Seller, to use the Prospectus, as applicable, an amount equal from time to the fees paid by the Seller pursuant to paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments). (e) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied by the Bridge Period Expiration Date, then, upon demand by the Seller, the Buyer shall deposit, time amended or cause to be deposited, cash on a blocked account opened in the name of the Seller in an amount up to the outstanding amount covered by the relevant Existing Credit Support Instrument (or provide a Credit Support Instrument reasonably acceptable to the Seller in favour of the Seller in the outstanding amount of the relevant Existing Credit Support Instrument) on the date set forth in the demand, which amount shall be held in such blocked account solely as security and is to be released from such blocked account to an account designated by the Buyer upon the satisfaction of the Existing Credit Support Instrument Release Condition. (f) If the Buyer fails to perform its obligations under paragraph 2(d)(ii) or paragraph 2(e) of this Schedule 21 (Specified Credit Support Instruments) within five (5) Business Days after such obligation becomes due, then the Seller may draw or make demand on the relevant Buyer Credit Support Instrument to the extent it has a right to do so pursuant to the terms of the relevant Buyer Credit Support Instrument. (g) During the Interim Period or thereafter, to the extent the Buyer delivers to the Seller a Credit Support Instrument in a form reasonably acceptable to the Seller in relation to any Existing Credit Support Instrument that is issued to the Seller or pursuant to which the Seller is a beneficiary until the relevant Existing Credit Support Instrument Release Condition has been satisfied, the Seller and the Buyer acknowledge and agree that the relevant Guarantee ECL (or applicable portion thereof) shall be considered replaced and terminated.supplemented,

Buyer Obligations. (a) During If and whenever the Interim PeriodCompany is required by the provisions of Article 2 or 3 to effect a registration under the Securities Act and whenever the Holders have requested inclusion in a registration under Article 4, the Buyer shall use best endeavours to procure Company will, at its expense, as expeditiously as practicable: 7.1 In accordance with the satisfaction Securities Act and the rules and regulations of the SEC, prepare and file with the SEC a Registration Statement in the form of an Existing Credit Support Instrument Release Condition appropriate Registration Statement with respect to each Existing Credit Support Instrument the Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become and remain continuously effective as promptly as reasonably practicable after the filing thereof until the earlier of (i) all of the “Release Obligation”) at Closing Registrable Securities covered by such Registration Statement having been sold in accordance with the intended methods of disposition of the seller or as soon as practicable following Closing. (b) The Buyer shall maintain in full force and effect the New Guarantee Bank Commitment Letter and obtain the New Guarantee Bank Credit Support Instrument on the terms set forth therein by satisfying on a timely basis at or prior to Closing all conditions sellers set forth in such Registration Statement and (ii) two years after such Registration Statement has been declared effective; provided that if for any portion of such two year period the New Guarantee Bank Commitment Letter Registration Statement is not effective, then such two year requirement for maintaining the effectiveness of the Registration Statement shall be extended by the length of such interruption(s); the Company shall prepare and file with the SEC such amendments to such Registration Statement and supplements to the Prospectus contained therein as may be necessary to keep such Registration Statement effective and such Registration Statement and Prospectus accurate and complete during such period; and, a reasonable time before filing such Registration Statement or Prospectus or any amendment or supplement thereto, the Company shall furnish to the Holders participating in such registration copies of all such documents proposed to be filed and shall incorporate therein any reasonable comments of the Holders participating in such registration; 7.2 Furnish to the Holders participating in such registration such reasonable number of copies of the Registration Statement and Prospectus and such other documents as the Holders participating in such registration may reasonably request in order to facilitate the public offering of the Registrable Securities; 7.3 Register or qualify the Registrable Securities covered by such Registration Statement under such state securities or blue sky laws of such jurisdictions as the Holders participating in such registration may reasonably request, provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to material taxation in connection with any such registration or qualification of such Registrable Securities; 7.4 Notify the Holders participating in such registration, promptly after it shall receive notice thereof, of the date and time when such Registration Statement and each post-effective amendment thereto has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; 7.5 Notify the Holders participating in such registration promptly of any request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information; 7.6 Prepare and file with the SEC, promptly upon the request of the Holders participating in such registration, any amendments or supplements to such Registration Statement or Prospectus which, in the reasonable opinion of counsel for the Holders participating in such registration, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by the Holders participating in such registration or to otherwise comply with the requirements of the Securities Act and such rules and regulations; 7.7 Prepare and promptly file with the SEC, and promptly notify the Holders participating in such registration of the filings of, such amendments or supplements to such Registration Statement or Prospectus as may be necessary to correct any statements or omissions if, at the time when a Prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such Prospectus or any other Prospectus then in effect may include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances then existing, not misleading, and promptly notify the Holders participating in such registration of any such event; 7.8 Advise the Holders participating in such registration, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 7.9 Comply with all applicable rules and regulations of the SEC, and make generally available to the Company’s security holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act in the time periods required, beginning with the first month of the Company’s first fiscal quarter commencing one year after the effective date of a Registration Statement; 7.10 Not file any amendment or supplement to such Registration Statement or Prospectus to which the Holders participating in such registration have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder, after having been furnished with a copy thereof at least three business days prior to the filing thereof, unless the Company shall have obtained an opinion of counsel that such amendment or supplement is required under the Securities Act or the rules or regulations adopted thereunder in connection with the distribution of Registrable Securities by the Company or the Holders participating in such registration; 7.11 Make available upon reasonable notice and during normal business hours, for inspection by the Holders participating in such registration, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by the Holders participating in such registration or underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the New Guarantee Bank Company’s officers, directors and employees to supply all information reasonably requested by any such inspector in connection with such Registration Statement; 7.12 Use its reasonable best efforts to obtain from its independent certified public accountants “cold comfort” letters in customary form and at customary times and covering matters of the type customarily covered by cold comfort letters; 7.13 Use its reasonable best efforts to obtain from its counsel an opinion or opinions in customary form with respect to the proposed registration; 7.14 Provide a transfer agent and registrar for such Registrable Securities; 7.15 In the event of any underwritten public offering, enter into and perform its obligations under the New Guarantee Bank Commitment Letter upon satisfaction of such conditionsan underwriting agreement, in each case unless the Buyer has replaced the New Guarantee Bank Credit Support Instrument with a comparable Credit Support Instrument that is reasonably satisfactory to the Sellerusual and customary form, in which case all references in this Agreement to the “New Guarantee Bank Credit Support Instrument” shall be deemed to be references to such new Credit Support Instrument. (c) Save with the prior written consent of the Seller, from the Closing Date until the Existing Credit Support Instrument Release Condition with respect to the applicable Existing Credit Support Instruments is satisfied, the Buyer shall (i) take any actions to ensure that the applicable New Guarantee Bank Credit Support Instruments managing underwriter and the applicable Guarantee ECLs are in full force and effect and are not terminated (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs) or breached by the Buyer or any of its Affiliated Persons parties thereto and (ii) refrain from taking any actions expected to cause any of the applicable New Guarantee Bank Credit Support Instruments or either of the applicable Guarantee ECLs to be terminated, assigned or breached by the Buyer or any Acquired Entity, as applicable (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs). (d) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied at Closing, then, from and after Closing, the Buyer shall: (i) continue to perform the Release Obligation with respect to such Existing Credit Support Instrument until the satisfaction of the Existing Credit Support Instrument Release Condition with respect to such Existing Credit Support Instrument; (ii) indemnify and hold each Seller Group Company party to such Existing Credit Support Instrument or a relevant Seller Group Credit Support Document harmless from and against all Losses (except for amounts payable pursuant to paragraph 3(d) of this Schedule 21 (Specified Credit Support Instruments) and the fees set forth in paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments)) suffered or incurred by such Seller Group Company in relation to or arising out of (A) any claim by the relevant Existing Credit Support Provider against such Seller Group Company under a relevant Seller Group Credit Support Document in connection with a claim made by the beneficiary of such Existing Credit Support Instrument to the extent that the Seller would not otherwise be liable to the Buyer under any other provision of this Agreement or (B) any breach by the Buyer of the obligations under paragraph 2(d)(iv) of this Schedule 21 (Specified Credit Support Instruments); (iii) if an Existing Credit Support Provider demands that a Seller Group Company deposit cash with or provide collateral to the relevant Existing Credit Support Provider in connection with such Existing Credit Support Instrument and such demand is made for a reason solely related to an Acquired Entity’s business or an Acquired Entities’ Concession of an Acquired Entity, then, not later than one (1) day before the date the relevant Seller Group Company must deposit such cash with or provide such collateral to the relevant Existing Credit Support Provider, deposit, or cause to be deposited, cash in the amount demanded in a dedicated blocked account with or provide such collateral to the relevant Existing Credit Support Provider, subject to arrangements reasonably satisfactory to the Buyer that such cash or collateral may be released to the account designated by the Buyer promptly upon the relevant Existing Credit Support Instrument Release Condition being satisfied; and (iv) on or before the date which is five (5) Business Days following the Bridge Period Expiration Date, reimburse to the Seller or cause the Acquired Entities to reimburse to the Seller, as applicable, an amount equal to the fees paid by the Seller pursuant to paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments). (e) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied by the Bridge Period Expiration Date, then, upon demand by the Seller, the Buyer shall deposit, or cause to be deposited, cash on a blocked account opened in the name of the Seller in an amount up to the outstanding amount covered by the relevant Existing Credit Support Instrument (or provide a Credit Support Instrument reasonably acceptable to the Seller in favour of the Seller in the outstanding amount of the relevant Existing Credit Support Instrument) on the date set forth in the demand, which amount shall be held in such blocked account solely as security and is to be released from such blocked account to an account designated by the Buyer upon the satisfaction of the Existing Credit Support Instrument Release Condition. (f) If the Buyer fails to perform its obligations under paragraph 2(d)(ii) or paragraph 2(e) of this Schedule 21 (Specified Credit Support Instruments) within five (5) Business Days after such obligation becomes due, then the Seller may draw or make demand on the relevant Buyer Credit Support Instrument to the extent it has a right to do so pursuant to the terms of the relevant Buyer Credit Support Instrument. (g) During the Interim Period or thereafter, to the extent the Buyer delivers to the Seller a Credit Support Instrument in a form reasonably acceptable to the Seller in relation issue to any Existing Credit Support Instrument that is issued to the Seller or pursuant underwriter to which the Seller is a beneficiary until Holders participating in such registration may sell shares in such offering certificates evidencing such Registrable Securities; 7.16 List such Registrable Securities on any securities exchange on which any Common Stock are listed or such other securities exchange as the relevant Existing Credit Support Instrument Release Condition has been satisfiedHolders participating in such registration shall reasonably request; 7.17 Subject to all the other provisions of this Agreement, use its reasonable best efforts to take all other steps necessary to effect the Seller and the Buyer acknowledge and agree that the relevant Guarantee ECL (or applicable portion thereof) shall be considered replaced and terminatedregistration of such Registrable Securities contemplated hereby.