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 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 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 that in the course of the conduct of the Businessbusiness of the Company, Seller Parent and its Affiliates (other than the Selling Subsidiaries Company) may have entered into various arrangements (a) in which guarantees (including of performance under Contracts included in the Business AssetsContracts, letters of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, Seller and Parent or its Affiliates (other than the Selling Subsidiaries Company), or (b) in which Seller Parent and the Selling Subsidiaries such Affiliates are the primary or secondary obligors obligators on debt instruments or financing or other contracts or agreementsContracts, in any such case to support or facilitate business transactions by the Company and where the Company shall continue to have the benefits of such arrangement after the BusinessClosing (including with respect to the Leased Properties). Such arrangements by such parties are set forth in Section 5.14 of the Seller Disclosure Letter and parties, including those listed on Schedule 6.19, are hereinafter referred to as the “"Credit Support Arrangements.” Seller and Buyer " The Parties agree that the Credit Support Arrangements are not intended to continue after the Closing. Buyer agrees to (ia) 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 (iiib) arrange for itself or one of its subsidiaries Affiliates to be substituted as the obligor thereon as of the Closing Date andDate, 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 Parent and its Affiliates (excluding other than the Acquired CompaniesCompany) from any such Credit Support Arrangements but as of the Closing still occursClosing, provided that Parent shall have provided Buyer shall indemnify a written summary of the material terms and hold Seller and such Affiliates harmless for the identity of any Losses incurred by Seller or such Affiliates from and after the Closing with respect to such Credit Support ArrangementsArrangements at least 10 Business Days prior to the Closing to the extent not set forth on Schedule 6.19. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Credit Support. Buyer acknowledges that Section 5.17 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.

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].