Common use of Corporate Guarantees Clause in Contracts

Corporate Guarantees. 10.1 The Sellers: (i) shall procure that any RemainCo Security is discharged (and shall ensure that any RemainCo Security remains valid and effective (unless replaced by an equivalent RemainCo Security) until it is discharged) on the date of Completion (and shall renew or replace any RemainCo Security that would otherwise lapse prior to then); and (ii) shall not, and shall ensure than any RemainCo Company shall not, do anything that would give rise to a material breach of the terms of any RemainCo Security, in each case to the extent that any such RemainCo Security is required by the Group Companies or the InfraCo Business; and (b) shall not discharge, or do anything that would give rise to a material breach of the terms of, any Target Security without the prior written consent of the Buyer and otherwise in accordance with this clause 10, and shall procure that any Target Security remains valid and effective on (and shall procure that any Target Security that would otherwise lapse on or prior to) the date of Completion be renewed or replaced unless otherwise instructed in writing by the Buyer and in each case to the extent that any such Target Security is required by the Group Companies or the InfraCo Business. 10.2 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any RemainCo Security (including, but not limited, to documentation in relation to the relevant Secured RemainCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the RemainCo Security, including contact details for the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.3 The Sellers shall use all reasonable endeavours to arrange for the RemainCo Security to be terminated and discharged in full upon delivery by the Buyer of such replacements of the RemainCo Security as the Buyer may agree with the counterparties to each Secured A44416060 68 RemainCo Contract (the “RemainCo Replacement Security”), including by providing all reasonably required cooperation and assistance to the Buyer and the other parties to RemainCo Security and the Secured RemainCo Contracts to agree the final forms of any replacement documentation in relation to each RemainCo Security with all parties thereto, no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion Date. 10.4 The Sellers shall: (a) on Completion, deliver to the Buyer the signatures to the RemainCo Replacement Security of any Group Company (to the extent required) and evidence of discharge of the RemainCo Security reasonably required by the Buyer; and (b) use commercially reasonable endeavours to take all such other actions as the Buyer may reasonably request for the purpose of giving effect to the RemainCo Replacement Security and the transactions contemplated thereby (for the avoidance of doubt, the Sellers shall not be obliged to enter into any documentation in connection with the RemainCo Replacement Security). 10.5 To the extent that, following Completion, any party becomes aware of any RemainCo Security not released pursuant to clauses 10.1 to 10.4 above) or there is any RemainCo Security still outstanding (together the “Retained RemainCo Security”): (a) that party shall promptly give Notice to the other parties that is has become aware of such Retained RemainCo Security, together with reasonable details thereof; (b) the Buyer shall (i) use all reasonable endeavours to cancel or replace any such Retained RemainCo Security as soon as reasonably practicable after becoming aware of the existence of any such Retained RemainCo Security, and (ii) indemnify the Principal Seller and relevant members of the Sellers’ Group against any and all Liabilities, Losses, costs, expenses and/or demands arising under or in connection with the Retained RemainCo Security until they are cancelled or replaced; and (c) each party shall provide the other with any reasonable cooperation required to enable the other party to cancel or replace any such Retained RemainCo Security. 10.6 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement or, if later, promptly upon the creation of such Target Security), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer the documentation related to any Target Security (including, but not limited to documentation in relation to the relevant InfraCo Bank Guarantees and Guaranteed InfraCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the Target Security, including contact details for the for the relevant provider of financing, the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.7 The Sellers shall provide all reasonably required cooperation and assistance to the Buyer and the other parties to InfraCo Bank Guarantees and the Guaranteed InfraCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction, as soon as reasonably practicable following the date of this Agreement. 10.8 The Buyer shall provide all reasonably required cooperation and assistance to the Sellers and the other parties to RemainCo Bank Guarantees and the Guaranteed RemainCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction. A44416060 69 10.9 With effect from Completion, the Buyer shall use all reasonable efforts to obtain letters of credit from the Group’s third party finance providers in order to replace the Letters of Credit and thereby cause the release of all Collateralised Cash as soon as reasonably practicable after Completion but in any event no later than sixty (60) days following the Completion Date (provided that in the event the Buyer provides the Principal Seller with reasonable evidence in writing that it continues to spend all reasonable efforts to achieve expeditious satisfaction of the obligation set out in this clause 10.9, the Principal Seller shall not unreasonably withhold its consent to a written request by the Buyer for a fifteen (15) Business Day extension of a deadline set forth in this clause 10.9, and any such further fifteen (15) Business Day extensions shall require additional written evidence to be provided by the Buyer). If but only to the extent that any Collateralised Cash is released to a member of the Buyer’s Group following Completion, the Buyer undertakes to the Principal Seller to pay to the Principal Seller all Collateralised Cash that is actually released to it (less the aggregate amount of cash collateral, if any, that the Buyer’s Group is required to provide in connection with the new letters of credit obtained pursuant to this clause 10.9) no later than five (5) Business Days following its receipt net of any reasonable fees, costs and expenses incurred solely in connection with procuring the release of such cash (and, for the avoidance of doubt, excluding any costs incurred in connection with the wider financing arrangements of the Buyer’s Group). The Sellers shall and shall procure that the relevant members of the Sellers’ Group shall provide all such information, cooperation and assistance as the Buyer shall reasonably require prior to and/or following Completion (including without limitation access to the issuers and beneficiaries of the Letters of Credit) in order to obtain new letters of credit and thereby in order to effectuate the release of such Collateralised Cash in accordance with this clause 10.9.

Corporate Guarantees. 10.1 The Sellers: (i) shall procure that any RemainCo Security is discharged (and shall ensure that any RemainCo Security remains valid and effective (unless replaced by an equivalent RemainCo Security) until it is discharged) on the date of Completion (and shall renew or replace any RemainCo Security that would otherwise lapse prior to then); and (ii) shall not, and shall ensure than any RemainCo Company shall not, do anything that would give rise to a material breach of the terms of any RemainCo Security, in each case to the extent that any such RemainCo Security is required by the Group Companies or the InfraCo Business; and (b) shall not discharge, or do anything that would give rise to a material breach of the terms of, any Target Security without the prior written consent of the Buyer and otherwise in accordance with this clause 10, and shall procure that any Target Security remains valid and effective on (and shall procure that any Target Security that would otherwise lapse on or prior to) the date of Completion be renewed or replaced unless otherwise instructed in writing by the Buyer and in each case to the extent that any such Target Security is required by the Group Companies or the InfraCo Business. 10.2 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any RemainCo Security (including, but not limited, to documentation in relation to the relevant Secured RemainCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the RemainCo Security, including contact details for the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.3 The Sellers shall use all reasonable endeavours to arrange for the RemainCo Security to be terminated and discharged in full upon delivery by the Buyer of such replacements of the RemainCo Security as the Buyer may agree with the counterparties to each Secured A44416060 68 RemainCo Contract (the “RemainCo Replacement Security”), including by providing all reasonably required cooperation and assistance to the Buyer and the other parties to RemainCo Security and the Secured RemainCo Contracts to agree the final forms of any replacement documentation in relation to each RemainCo Security with all parties thereto, no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion Date. 10.4 The Sellers shall: (a) on Completion, deliver to the Buyer the signatures to the RemainCo Replacement Security of any Group Company (to the extent required) and evidence of discharge of the RemainCo Security reasonably required by the Buyer; and (b) use commercially reasonable endeavours to take all such other actions as the Buyer may reasonably request for the purpose of giving effect to the RemainCo Replacement Security and the transactions contemplated thereby (for the avoidance of doubt, the Sellers shall not be obliged to enter into any documentation in connection with the RemainCo Replacement Security). 10.5 To the extent that, following Completion, any party becomes aware of any RemainCo Security not released pursuant to clauses 10.1 to 10.4 above) or there is any RemainCo Security still outstanding (together the “Retained RemainCo Security”): (a) that party shall promptly give Notice to the other parties that is has become aware of such Retained RemainCo Security, together with reasonable details thereof; (b) the Buyer shall (i) use all reasonable endeavours to cancel or replace any such Retained RemainCo Security as soon as reasonably practicable after becoming aware of the existence of any such Retained RemainCo Security, and (ii) indemnify the Principal Seller and relevant members of the Sellers’ Group against any and all Liabilities, Losses, costs, expenses and/or demands arising under or in connection with the Retained RemainCo Security until they are cancelled or replaced; and (c) each party shall provide the other with any reasonable cooperation required to enable the other party to cancel or replace any such Retained RemainCo Security. 10.6 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement or, if later, promptly upon the creation of such Target Security), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer the documentation related to any Target Security (including, but not limited to documentation in relation to the relevant InfraCo Bank Guarantees and Guaranteed InfraCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the Target Security, including contact details for the for the relevant provider of financing, the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.7 The Sellers shall provide all reasonably required cooperation and assistance to the Buyer and the other parties to InfraCo Bank Guarantees and the Guaranteed InfraCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction, as soon as reasonably practicable following the date of this Agreement. 10.8 The Buyer shall provide all reasonably required cooperation and assistance to the Sellers and the other parties to RemainCo Bank Guarantees and the Guaranteed RemainCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction. A44416060 69 10.9 With effect from Completion, the Buyer shall use all reasonable efforts to obtain letters of credit from the Group’s third party finance providers in order to replace the Letters of Credit and thereby cause the release of all Collateralised Cash as soon as reasonably practicable after Completion but in any event no later than sixty (60) days following the Completion Date (provided that in the event the Buyer provides the Principal Seller with reasonable evidence in writing that it continues to spend all reasonable efforts to achieve expeditious satisfaction of the obligation set out in this clause 10.9, the Principal Seller shall not unreasonably withhold its consent to a written request by the Buyer for a fifteen (15) Business Day extension of a deadline set forth in this clause 10.9, and any such further fifteen (15) Business Day extensions shall require additional written evidence to be provided by the Buyer). If but only to the extent that any Collateralised Cash is released to a member of the Buyer’s Group following Completion, the Buyer undertakes to the Principal Seller to pay to the Principal Seller all Collateralised Cash that is actually released to it (less the aggregate amount of cash collateral, if any, that the Buyer’s Group is required to provide in connection with the new letters of credit obtained pursuant to this clause 10.9) no later than five (5) Business Days following its receipt net of any reasonable fees, costs and expenses incurred solely in connection with procuring the release of such cash (and, for the avoidance of doubt, excluding any costs incurred in connection with the wider financing arrangements of the Buyer’s Group). The Sellers shall and shall procure that the relevant members of the Sellers’ Group shall provide all such information, cooperation and assistance as the Buyer shall reasonably require prior to and/or following Completion (including without limitation access to the issuers and beneficiaries of the Letters of Credit) in order to obtain new letters of credit and thereby in order to effectuate the release of such Collateralised Cash in accordance with this clause 10.9.

Corporate Guarantees. 10.1 The SellersEach of the Corporate Guarantors hereby confirms its consent to the novation of the Principal Agreement and each Master Swap Agreement, and of the rights and obligations of the Outgoing Borrower thereunder by the Outgoing Borrower in favour of the New Borrower, on the terms and conditions set out in, and to the amendments to the Principal Agreement and each Master Swap Agreement (as the case may be) contained in, this Agreement and to the release of the Existing Security Documents, and agree that: (a) each Corporate Guarantee and the obligations of the relevant Corporate Guarantor thereunder, shall remain and continue in full force and effect notwithstanding the said novation of, and the amendments to, the Principal Agreement and each Master Swap Agreement (as the case may be), and the release of the Existing Security Documents contained in this Agreement; (b) with effect from the Effective Date the New Borrower shall be and is hereby substituted in place of the Outgoing Borrower as a "Borrower" in each of the Corporate Guarantees and each of the Corporate Guarantees shall henceforth be construed and treated, and each Corporate Guarantor shall be bound by the relevant Corporate Guarantee, in all respects as if the New Borrower was a Borrower instead of the Outgoing Borrower; and (c) with effect from the Effective Date: (i) references in each Corporate Guarantee to "the Agreement" or "the Loan Agreement" shall procure that any RemainCo Security is discharged (henceforth be references to the Principal Agreement as novated and amended by this Agreement and as from time to time hereafter amended and shall ensure that any RemainCo Security remains valid also be deemed to include this Agreement and effective (unless replaced by an equivalent RemainCo Security) until it is discharged) on the date obligations of Completion (and shall renew or replace any RemainCo Security that would otherwise lapse prior to then)the Borrowers hereunder; and (ii) shall not, and shall ensure than any RemainCo Company shall not, do anything that would give rise to a material breach of the terms of any RemainCo Security, references in each case Corporate Guarantee to the extent that any "ABB Master Swap Agreement", the "HSH Master Swap Agreement" and the "Master Swap Agreements" shall henceforth be references to such RemainCo Security is required documents as novated and amended by the Group Companies or the InfraCo Business; and (b) shall not discharge, or do anything that would give rise to a material breach of the terms of, any Target Security without the prior written consent of the Buyer and otherwise in accordance with this clause 10, and shall procure that any Target Security remains valid and effective on (and shall procure that any Target Security that would otherwise lapse on or prior to) the date of Completion be renewed or replaced unless otherwise instructed in writing by the Buyer and in each case to the extent that any such Target Security is required by the Group Companies or the InfraCo Business. 10.2 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any RemainCo Security (including, but not limited, to documentation in relation to the relevant Secured RemainCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the RemainCo Security, including contact details for the relevant beneficiaries and any other information or evidence reasonably required as from time to time. 10.3 The Sellers time hereafter amended and shall use all reasonable endeavours also be deemed to arrange for include this Agreement and the RemainCo Security to be terminated and discharged in full upon delivery by the Buyer of such replacements obligations of the RemainCo Security as the Buyer may agree with the counterparties to each Secured A44416060 68 RemainCo Contract (the “RemainCo Replacement Security”), including by providing all reasonably required cooperation and assistance to the Buyer and the other parties to RemainCo Security and the Secured RemainCo Contracts to agree the final forms of any replacement documentation in relation to each RemainCo Security with all parties thereto, no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion DateBorrowers hereunder. 10.4 The Sellers shall: (a) on Completion, deliver to the Buyer the signatures to the RemainCo Replacement Security of any Group Company (to the extent required) and evidence of discharge of the RemainCo Security reasonably required by the Buyer; and (b) use commercially reasonable endeavours to take all such other actions as the Buyer may reasonably request for the purpose of giving effect to the RemainCo Replacement Security and the transactions contemplated thereby (for the avoidance of doubt, the Sellers shall not be obliged to enter into any documentation in connection with the RemainCo Replacement Security). 10.5 To the extent that, following Completion, any party becomes aware of any RemainCo Security not released pursuant to clauses 10.1 to 10.4 above) or there is any RemainCo Security still outstanding (together the “Retained RemainCo Security”): (a) that party shall promptly give Notice to the other parties that is has become aware of such Retained RemainCo Security, together with reasonable details thereof; (b) the Buyer shall (i) use all reasonable endeavours to cancel or replace any such Retained RemainCo Security as soon as reasonably practicable after becoming aware of the existence of any such Retained RemainCo Security, and (ii) indemnify the Principal Seller and relevant members of the Sellers’ Group against any and all Liabilities, Losses, costs, expenses and/or demands arising under or in connection with the Retained RemainCo Security until they are cancelled or replaced; and (c) each party shall provide the other with any reasonable cooperation required to enable the other party to cancel or replace any such Retained RemainCo Security. 10.6 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement or, if later, promptly upon the creation of such Target Security), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer the documentation related to any Target Security (including, but not limited to documentation in relation to the relevant InfraCo Bank Guarantees and Guaranteed InfraCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the Target Security, including contact details for the for the relevant provider of financing, the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.7 The Sellers shall provide all reasonably required cooperation and assistance to the Buyer and the other parties to InfraCo Bank Guarantees and the Guaranteed InfraCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction, as soon as reasonably practicable following the date of this Agreement. 10.8 The Buyer shall provide all reasonably required cooperation and assistance to the Sellers and the other parties to RemainCo Bank Guarantees and the Guaranteed RemainCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction. A44416060 69 10.9 With effect from Completion, the Buyer shall use all reasonable efforts to obtain letters of credit from the Group’s third party finance providers in order to replace the Letters of Credit and thereby cause the release of all Collateralised Cash as soon as reasonably practicable after Completion but in any event no later than sixty (60) days following the Completion Date (provided that in the event the Buyer provides the Principal Seller with reasonable evidence in writing that it continues to spend all reasonable efforts to achieve expeditious satisfaction of the obligation set out in this clause 10.9, the Principal Seller shall not unreasonably withhold its consent to a written request by the Buyer for a fifteen (15) Business Day extension of a deadline set forth in this clause 10.9, and any such further fifteen (15) Business Day extensions shall require additional written evidence to be provided by the Buyer). If but only to the extent that any Collateralised Cash is released to a member of the Buyer’s Group following Completion, the Buyer undertakes to the Principal Seller to pay to the Principal Seller all Collateralised Cash that is actually released to it (less the aggregate amount of cash collateral, if any, that the Buyer’s Group is required to provide in connection with the new letters of credit obtained pursuant to this clause 10.9) no later than five (5) Business Days following its receipt net of any reasonable fees, costs and expenses incurred solely in connection with procuring the release of such cash (and, for the avoidance of doubt, excluding any costs incurred in connection with the wider financing arrangements of the Buyer’s Group). The Sellers shall and shall procure that the relevant members of the Sellers’ Group shall provide all such information, cooperation and assistance as the Buyer shall reasonably require prior to and/or following Completion (including without limitation access to the issuers and beneficiaries of the Letters of Credit) in order to obtain new letters of credit and thereby in order to effectuate the release of such Collateralised Cash in accordance with this clause 10.9.

Corporate Guarantees. 10.1 The Sellers: (i) shall procure that any RemainCo Security is discharged (and shall ensure that any RemainCo Security remains valid and effective (unless replaced by an equivalent RemainCo Security) until it is discharged) on the date of Completion (and shall renew or replace any RemainCo Security that would otherwise lapse prior to then); and (ii) shall not, and shall ensure than any RemainCo Company shall not, do anything that would give rise to a material breach of the terms of any RemainCo Security, in each case to the extent that any such RemainCo Security is required by the Group Companies or the InfraCo Business; and (b) shall not discharge, or do anything that would give rise to a material breach of the terms of, any Target Security without the prior written consent of the Buyer and otherwise in accordance with this clause 10, and shall procure that any Target Security remains valid and effective on (and shall procure that any Target Security that would otherwise lapse on or prior to) the date of Completion be renewed or replaced unless otherwise instructed in writing by the Buyer and in each case to the extent that any such Target Security is required by the Group Companies or the InfraCo Business. 10.2 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer all relevant documentation related to any RemainCo Security (including, but not limited, to documentation in relation to the relevant Secured RemainCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the RemainCo Security, including contact details for the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.3 The Sellers shall use all reasonable endeavours to arrange for the RemainCo Security to be terminated and discharged in full upon delivery by the Buyer of such replacements of the RemainCo Security as the Buyer may agree with the counterparties to each Secured A44416060 68 RemainCo Contract (the “RemainCo Replacement Security”), including by providing all reasonably required cooperation and assistance to the Buyer and the other parties to RemainCo Security and the Secured RemainCo Contracts to agree the final forms of any replacement documentation in relation to each RemainCo Security with all parties thereto, no later than 5 p.m. (London time) on the fifth (5th) Business Day prior to the Completion Date. 10.4 The Sellers shall: (a) on Completion, deliver to the Buyer the signatures to the RemainCo Replacement Security of any Group Company (to the extent required) and evidence of discharge of the RemainCo Security reasonably required by the Buyer; and (b) use commercially reasonable endeavours to take all such other actions as the Buyer may reasonably request for the purpose of giving effect to the RemainCo Replacement Security and the transactions contemplated thereby (for the avoidance of doubt, the Sellers shall not be obliged to enter into any documentation in connection with the RemainCo Replacement Security). 10.5 To the extent that, following Completion, any party becomes aware of any RemainCo Security not released pursuant to clauses 10.1 to 10.4 above) or there is any RemainCo Security still outstanding (together the “Retained RemainCo Security”): (a) that party shall promptly give Notice to the other parties that is has become aware of such Retained RemainCo Security, together with reasonable details thereof; (b) the Buyer shall (i) use all reasonable endeavours to cancel or replace any such Retained RemainCo Security as soon as reasonably practicable after becoming aware of the existence of any such Retained RemainCo Security, and (ii) indemnify the Principal Seller and relevant members of the Sellers’ Group against any and all Liabilities, Losses, costs, expenses and/or demands arising under or in connection with the Retained RemainCo Security until they are cancelled or replaced; and (c) each party shall provide the other with any reasonable cooperation required to enable the other party to cancel or replace any such Retained RemainCo Security. 10.6 As soon as reasonably practicable following the date of this Agreement (and in any event no later than three (3) calendar months from the date of this Agreement or, if later, promptly upon the creation of such Target Security), the Sellers shall: (a) to the extent not previously Disclosed, deliver to the Buyer the documentation related to any Target Security (including, but not limited to documentation in relation to the relevant InfraCo Bank Guarantees and Guaranteed InfraCo Contracts); and (b) provide any other information or evidence reasonably requested by the Buyer in relation to the Target Security, including contact details for the for the relevant provider of financing, the relevant beneficiaries and any other information or evidence reasonably required from time to time. 10.7 The Sellers shall provide all reasonably required cooperation and assistance to the Buyer and the other parties to InfraCo Bank Guarantees and the Guaranteed InfraCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction, as soon as reasonably practicable following the date of this Agreement. 10.8 The Buyer shall provide all reasonably required cooperation and assistance to the Sellers and the other parties to RemainCo Bank Guarantees and the Guaranteed RemainCo Contracts to negotiate and agree any consents, waivers, amendments or replacements that may be reasonably required in connection with the Transaction. A44416060 69. 10.9 With effect from Completion, the Buyer shall use all reasonable efforts to obtain letters of credit from the Group’s third party finance providers in order to replace the Letters of Credit and thereby cause the release of all Collateralised Cash as soon as reasonably practicable after Completion but in any event no later than sixty (60) days following the Completion Date (provided that in the event the Buyer provides the Principal Seller with reasonable evidence in writing that it continues to spend all reasonable efforts to achieve expeditious satisfaction of the obligation set out in this clause 10.9, the Principal Seller shall not unreasonably withhold its consent to a written request by the Buyer for a fifteen (15) Business Day extension of a deadline set forth in this clause 10.9, and any such further fifteen (15) Business Day extensions shall require additional written evidence to be provided by the Buyer). If but only to the extent that any Collateralised Cash is released to a member of the Buyer’s Group following Completion, the Buyer undertakes to the Principal Seller to pay to the Principal Seller all Collateralised Cash that is actually released to it (less the aggregate amount of cash collateral, if any, that the Buyer’s Group is required to provide in connection with the new letters of credit obtained pursuant to this clause 10.9) no later than five (5) Business Days following its receipt net of any reasonable fees, costs and expenses incurred solely in connection with procuring the release of such cash (and, for the avoidance of doubt, excluding any costs incurred in connection with the wider financing arrangements of the Buyer’s Group). The Sellers shall and shall procure that the relevant members of the Sellers’ Group shall provide all such information, cooperation and assistance as the Buyer shall reasonably require prior to and/or following Completion (including without limitation access to the issuers and beneficiaries of the Letters of Credit) in order to obtain new letters of credit and thereby in order to effectuate the release of such Collateralised Cash in accordance with this clause 10.9.