Common use of Credit Support Clause in Contracts

Credit Support. Buyer acknowledges that in the course of the conduct of the Business, Seller and the Selling Subsidiaries may have entered into various arrangements (a) in which guarantees (including of performance under Contracts included in the Business Assets, letters of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, Seller and the Selling Subsidiaries or (b) in which Seller and the Selling Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate transactions of the Business. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are hereinafter referred to as the “Credit Support Arrangements.” Seller and Buyer agree that the Credit Support Arrangements are not intended to continue after the Closing. Buyer agrees to (i) obtain replacement Credit Support Arrangements, which will be in effect at the Closing, (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (iii) arrange for itself or one of its subsidiaries to be substituted as the obligor thereon as of the Closing Date and, in each case, obtain the release of Seller and its Affiliates from any such Credit Support Arrangements. If Buyer cannot obtain the release of Seller and its Affiliates (excluding the Acquired Companies) from any such Credit Support Arrangements but the Closing still occurs, Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses incurred by Seller or such Affiliates from and after the Closing with respect to such Credit Support Arrangements.

Credit Support. Buyer acknowledges that Schedule 7.18 sets forth all of the arrangements that, in the course of the conduct of the Business, the Seller and the Selling Subsidiaries may have entered into various arrangements (a) in which guarantees (including of performance under Contracts included in the Business Assets, letters of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, the Seller and the Selling Subsidiaries or (b) in which the Seller and the Selling Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate transactions of the Businessbusiness transactions. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are hereinafter referred to as the “Credit Support Arrangements.” The Seller and the Buyer agree that the Credit Support Arrangements are not intended to continue after the Closing. The Buyer agrees to (i) obtain replacement Credit Support Arrangements, which will be in effect at the Closing, (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (iii) arrange for itself or one of its subsidiaries to be substituted as the obligor thereon as of the Closing Date and, in each case, obtain the release of the Seller and its Affiliates from any such Credit Support Arrangements. If the Buyer cannot obtain the release of the Seller and its Affiliates (excluding the Acquired Companies) from any such Credit Support Arrangements but the Closing still occurs, the Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses incurred by the Seller or such Affiliates from and after the Closing with respect to such Credit Support Arrangements.

Credit Support. Buyer acknowledges The Parties agree and acknowledge that in the course none of the conduct of the Business, Seller and the Selling Subsidiaries may have entered into various arrangements (a) the Credit Support provided by or on behalf of Seller or any of its Affiliates (excluding the Company) in which guarantees (including support of performance under Contracts included in the Business Assets, letters obligations of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, Seller and the Selling Subsidiaries or Company nor (b) in which Seller and the Selling Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate transactions of the Business. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are hereinafter referred to as the “Credit Support Arrangements.” Seller and Buyer agree that the Credit Support Arrangements are not intended to continue after the Closing. Buyer agrees to (i) obtain replacement Credit Support Arrangements, which will be in effect at the Closing, (ii) repay, provided by or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (iii) arrange for itself or one of its subsidiaries to be substituted as the obligor thereon as on behalf of the Closing Date andCompany, in each case, to the extent set forth on Schedule 7.29 (collectively, the “Existing Credit Support”) shall be maintained after Closing. At or prior to the Closing, Buyer shall post and provide evidence of any and all replacement Credit Support, with such replacement Credit Support to be sufficient to own and, if applicable, operate the Assets and to permit the cancellation of the Existing Credit Support; provided, that if Buyer is unable to obtain such replacement Credit Support on or before the release of Closing Date, then (i) Seller shall, and shall cause its Affiliates (other than the Company) to, keep in place and maintain the applicable Existing Credit Support with the applicable obligor and obligees, (ii) Buyer shall continue to use commercially reasonable efforts to obtain such replacement Credit Support following the Closing, and (iii) Buyer shall indemnify, defend, and hold harmless Seller and its applicable Affiliates from and against any such Credit Support Arrangements. If Buyer cannot obtain the release of Seller and its Affiliates (excluding the Acquired Companies) from any such Credit Support Arrangements but the Closing still occursliabilities, Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses obligations, costs or expenses incurred by Seller or such its Affiliates from and after the Closing with respect to under such applicable Existing Credit Support Arrangementsuntil such time as replacements are obtained. In connection with Closing, Buyer shall use commercially reasonable efforts (at no out of pocket cost, expense or liability to Buyer or its Affiliates other than costs of obtaining the replacement Credit Support described in the preceding sentence and any fees, costs and expenses associated with such replacement Credit Support) to cooperate with Seller in obtaining the return or reimbursement to Seller of any cash deposits constituting Existing Credit Support.

Credit Support. Buyer Purchaser acknowledges that in the -------------- course of the conduct of the Business, Seller CBS and the Selling its Subsidiaries may have entered into and expect to continue to enter into various arrangements (ai) in which guarantees (including guarantees of performance under Contracts included in the Business Assetscontracts or agreements), letters of credit or other credit arrangements, including surety and performance bonds) , were issued by, by or for the account of, Seller of CBS and the Selling its Subsidiaries or (bii) in which Seller CBS and the Selling its Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate business transactions of the BusinessSold Subsidiaries. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are 95 hereinafter referred to as the “"Credit Support Arrangements.” Seller and Buyer agree that the " Schedule 5.18 sets --------------------------- forth a list of all Credit Support Arrangements are not intended to continue after existing as of the date hereof. Not later than the Closing. Buyer agrees to , Purchaser will (i) obtain replacement Credit Support Arrangements, Arrangements which will be in effect at the Closing, Closing or (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (iii) arrange for itself or one of its subsidiaries Subsidiaries (including the Sold Subsidiaries) to be substituted as the obligor thereon as of the Closing Date and, in each case, obtain the release of Seller Date. CBS and its Affiliates from Subsidiaries will cooperate with Purchaser in arranging any such Credit Support Arrangements. If Buyer cannot obtain the release of Seller and substitution, provided that neither CBS nor its Affiliates (excluding the Acquired Companies) from Subsidiaries shall be required to expend any such Credit Support Arrangements but the Closing still occurs, Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses incurred by Seller or such Affiliates from and after the Closing with respect to such Credit Support Arrangementsmaterial sum in connection therewith.

Credit Support. Buyer Purchaser acknowledges that in the -------------- course of the conduct of the Business, Seller CBS and the Selling its Subsidiaries may have entered into and expect to continue to enter into various arrangements (ai) in which guarantees (including guarantees of performance under Contracts included in the Business Assetscontracts or agreements), letters of credit or other credit arrangements, including surety and performance bonds) , were issued by, by or for the account of, Seller of CBS and the Selling its Subsidiaries or (bii) in which Seller CBS and the Selling its Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate business transactions of the BusinessSold Subsidiaries. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are hereinafter referred to as the “"Credit Support -------------- Arrangements.” Seller and Buyer agree that the ". Schedule 5.18 sets forth a list of all Credit Support ------------ Arrangements are not intended to continue after existing as of the date hereof. Not later than the Closing. Buyer agrees to , Purchaser will (i) obtain replacement Credit Support Arrangements, Arrangements which will be in effect at the Closing, Closing or (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (iii) arrange for itself or one of its subsidiaries Subsidiaries (including the Sold Subsidiaries) to be substituted as the obligor thereon as of the Closing Date and, in each case, obtain the release of Seller Date. CBS and its Affiliates from Subsidiaries will cooperate with Purchaser in arranging any such Credit Support Arrangements. If Buyer cannot obtain the release of Seller and substitution, provided that neither CBS nor its Affiliates (excluding the Acquired Companies) from Subsidiaries shall be required to expend any such Credit Support Arrangements but the Closing still occurs, Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses incurred by Seller or such Affiliates from and after the Closing with respect to such Credit Support Arrangementsmaterial sum in connection therewith.

Credit Support. Buyer acknowledges The Parties agree and acknowledge that in the course none of the conduct Credit Support provided by or on behalf of the Business, Seller and the Selling Subsidiaries may have entered into various arrangements (a) in which guarantees (including of performance under Contracts included in the Business Assets, letters of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, Seller and the Selling Subsidiaries or (b) in which Seller and the Selling Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate transactions of the Business. Such arrangements by such parties are set forth in Section 5.14 member of the Seller Disclosure Letter Group in support of the obligations of any member of the Seller Group related to the ownership or operation of the Assets shall be included in or constitute any Assets or be transferred to the Purchaser at Closing. At or prior to the Closing, Purchaser shall post and are hereinafter referred to as the “provide any and all Credit Support Arrangements.” Seller necessary in order for Purchaser to own and Buyer agree that operate (as applicable) the Assets and to obtain the release, return, and replacement of the Credit Support Arrangements are not intended described on Schedule 4.16, with each such release and replacement in the form and substance satisfactory to continue Seller. Section 1.l Expenses; Filings, Certain Governmental Approvals and Removal of Names. (i) Except as otherwise expressly provided in this Agreement, all expenses incurred by Seller in connection with or related to the authorization, preparation or execution of this Agreement, and the Exhibits and Schedules hereto and thereto, and all other matters related to the Closing, including all fees and expenses of counsel, accountants and financial advisers employed by Seller, shall be borne solely and entirely by Seller, and all such expenses incurred by Purchaser shall be borne solely and entirely by Purchaser. (ii) Promptly after the Closing. Buyer agrees to , Purchaser shall (i) obtain replacement Credit Support Arrangements, which will be in effect record all assignments of Assets executed at the ClosingClosing in the records of the applicable Governmental Authorities and will promptly provide recorded copies to Seller, (ii) repayif applicable, or cause send notices to vendors supplying goods and services for the repayment of, all debt Assets and other obligations to which such Credit Support Arrangements relate (and cause the cancellation operator of such Credit Support Arrangements) or Assets of the assignment of such Assets to Purchaser, (iii) arrange for itself or one actively pursue the unconditional approval of its subsidiaries to be substituted as the obligor thereon as all Customary Consents and approval of all applicable Governmental Authorities of the Closing Date andassignment of the Assets to Purchaser and (iv) actively pursue all other consents and approvals that may be required in connection with the assignment of the Assets to Purchaser and the assumption of the Assumed Obligations, that, in each case, shall not have been obtained prior to the Closing. Purchaser obligates itself to take any and all action required by any Governmental Authority in order to obtain such unconditional approval, including the release posting of Seller any and all bonds or other security that may be required in excess of its Affiliates from any such Credit Support Arrangements. If Buyer cannot obtain the release of Seller and its Affiliates (excluding the Acquired Companies) from any such Credit Support Arrangements but the Closing still occursexisting lease, Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses incurred by Seller pipeline or such Affiliates from and after the Closing with respect to such Credit Support Arrangementsarea-wide bond.

Credit Support. Buyer acknowledges that that, in the course of the conduct of the Business, Seller and the Selling Subsidiaries Seller Affiliates may have entered into various arrangements (a) in which guarantees (including of performance under Contracts included in the Business Assetsguarantees, letters of credit or other credit arrangements, including surety and performance bonds) bonds were issued by, or for the account of, Seller and the Selling Subsidiaries or a Seller Affiliate or (b) in which Seller and the Selling Subsidiaries are and/or a Seller Affiliate may be the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate Business transactions of the Businessany Acquired Company or JV Company. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are hereinafter referred to as the “Credit Support Arrangements.” Section 3.22 of the Seller Disclosure Letter contains a list of the Credit Support Arrangements as of the date of this Agreement. Seller and Buyer agree that the Credit Support Arrangements are not intended to continue after the ClosingClosing and that Seller and the Seller Affiliates intend to cancel the Credit Support Arrangements to the extent practicable effective at the Effective Time. Buyer agrees to replace all Credit Support Arrangements which are letters of credit effective at the Closing and to use commercially reasonable efforts (including offering to cash collateralize any such Credit Support Arrangements to the extent they are cash collateralized as of the date of this Agreement) to (i) obtain replacement non-letter of credit Credit Support Arrangements, which will be in effect at the Closing, (ii) repay, or cause the repayment of, all debt and other obligations to which such non-letter of credit Credit Support Arrangements relate (and cause the cancellation of such non-letter of credit Credit Support Arrangements) or (iii) arrange for itself Buyer or one of its subsidiaries controlled Affiliates to be substituted as the obligor thereon of such non-letter of credit Credit Support Arrangements as of the Closing Date and, in each case, obtain the release of Seller and its the Seller Affiliates from any such Credit Support Arrangementsarrangements. If Buyer cannot obtain the release of Seller and its the Seller Affiliates (excluding the Acquired Companies) from any such Credit Support Arrangements but the Closing still occurs, Buyer shall will indemnify and hold Seller and such Affiliates harmless for any Losses incurred by Seller or such Affiliates from and after the Closing with respect to such Credit Support Arrangements. Further Buyer acknowledges that there can be no assurances that the third party obligee of a Credit Support Arrangements will be willing to accept substitute credit support arrangements from Buyer, the Acquired Companies or the JV Companies, or if the third party is willing to do so, that it will not require different or additional collateral or other credit support arrangements. For greater certainty, there will be no adjustment to the Purchase Price with respect to any canceled or replaced Credit Support Arrangements. [RESERVED].

Credit Support. Buyer acknowledges that of the Seller Disclosure Letter sets forth all of the arrangements that, in the course of the conduct of the Business, Seller and the Selling Subsidiaries may have entered into various arrangements (a) in which guarantees (including of performance under Contracts included in the Business Assets, letters of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, Seller and the Selling Subsidiaries or (b) in which Seller and the Selling Subsidiaries are the primary or secondary obligors on debt instruments or financing or other contracts or agreements, in any such case to support or facilitate transactions of the Businessbusiness transactions. Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and are hereinafter referred to as the “Credit Support Arrangements.” Seller and Buyer agree that the Credit Support Arrangements are not intended to continue after the Closing. Prior to Closing, Buyer agrees to shall use its reasonable best efforts (i) obtain replacement to replace all Credit Support Arrangements, which will be in effect at Arrangements set forth on Section 5.17 of the Closing, Seller Disclosure Letter and (ii) repay, or cause the repayment of, all debt and other obligations to which such Credit Support Arrangements relate (and cause the cancellation of such Credit Support Arrangements) or (iii) arrange for itself or one of its subsidiaries to be substituted obtain as the obligor thereon promptly as of the Closing Date and, in each case, obtain the release of Seller and its Affiliates from any such Credit Support Arrangements. If Buyer cannot obtain the release of Seller and its Affiliates (excluding the Acquired Companies) from practicable any such Credit Support Arrangements but required by any party to any Contract in connection with obtaining a consent to an assignment of such Contract. To the Closing still occursextent that Buyer is unable to replace or obtain any such Credit Support Arrangements on commercially reasonable terms, Seller and the Selling Subsidiaries, as applicable, shall continue such existing Credit Support Arrangements or obtain such additional Credit Support Arrangements as reasonably requested, and Buyer shall provide Seller and the Selling Subsidiaries, as applicable, with reasonable security or credit enhancements for such Credit Support Arrangements, and Buyer shall indemnify and hold Seller and such Affiliates harmless for any Losses incurred by Seller or such its Affiliates from and after the Closing with respect to such Credit Support Arrangements.