Common use of Guarantees and Indebtedness Clause in Contracts

Guarantees and Indebtedness. 7.1 The ERO Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any D&M Companies from any outstanding D&M Guarantees and pending such release shall, and shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company against all amounts paid by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable to such liability). The ERO Purchaser shall offer, or procure that an ERO Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant D&M Guarantee or, if not, in favour of the relevant D&M Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the DSAG Purchaser. For so long as and to the extent that any release from a D&M Guarantee has not been obtained, the ERO Purchaser shall use its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs the obligations that are so guaranteed. 7.2 The DSAG Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any ERO Companies from any outstanding ERO Guarantees and pending such release shall, and shall procure that each D&M Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offer, or procure that a D&M Company shall offer, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) or (if the ERO Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant ERO Guarantee or, if not, in favour of the relevant ERO Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the ERO Purchaser. For so long as and to the extent that any release from a ERO Guarantee has not been obtained, the DSAG Purchaser shall use its reasonable efforts to procure that any D&M Company whose obligations are guaranteed pursuant to such ERO Guarantee performs the obligations that are so guaranteed. 7.3 At Completion, the parties shall give effect to the following provisions to repay certain indebtedness: (a) The DSAG Purchaser shall, and shall procure that the D&M Companies shall, on the Completion Date (i) repay in full the amount of the Estimated D&M Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of D&M Debt only) (other than any D&M Debt in respect of the Bonds) and release or discharge all Liens over any Group Companies (other than an ERO Group Company) existing in connection therewith and (ii) pay to the Trustee the amount required to redeem the Bonds in full in accordance with their terms in accordance with the terms of the DSAG Purchase Agreement; (b) The ERO Purchaser shall, and shall procure that the ERO Companies shall, on the Completion Date, forthwith repay in full the amount of the Estimated ERO Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of ERO Debt only) and release or discharge all Liens over any ERO Group Company existing in connection therewith;

Guarantees and Indebtedness. 7.1 10.1 The ERO Purchaser Buyer shall use its all reasonable endeavours to procure on or ensure that as soon as reasonably practicable following after Completion each member of each of the Seller’s Groups is released from any and all subsisting guarantees, security interests and indemnities given by it in relation to the obligations of the Company given by Travelex UK Limited under the Guaranteed Contracts. The Sellers shall co-operate with the Buyer in obtaining such releases and neither the Buyer nor the Guarantor shall be obliged to pay any monies or assume any additional obligations over and above those in the existing guarantees. Pending each such release, the Buyer shall indemnify each relevant member of each of the Seller’s Groups on demand against all Losses actually incurred by that member arising on or after Completion from or in connection with any such guarantee, security interest or indemnity. 10.2 The Sellers shall ensure that at or before Completion the release of any D&M Companies Company is released from any outstanding D&M Guarantees and pending such release shallall guarantees, security interests and shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company against all amounts paid indemnities given by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable to such liability). The ERO Purchaser shall offer, or procure that an ERO Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release either of the relevant D&M Guarantee or, if not, Sellers or any member of either Seller’s Group and the Buyer’s Group shall have no liability in favour respect thereof and the Sellers shall indemnify each member of the relevant D&M Company for an amount equal to Buyer’s Group on demand and against all Losses actually incurred by that under the guarantee obligation issued by the third partymember arising from or in connection with any such guarantee, in each case as reasonably requested by the DSAG Purchaser. For so long as and to security or indemnity. 10.3 To the extent that any release from a D&M Guarantee has the same is not been obtained, included in the ERO Purchaser shall use its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs Actual Exchange Debt (as defined in clause 10.5 below) the obligations that are so guaranteed. 7.2 The DSAG Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any ERO Companies from any outstanding ERO Guarantees and pending such release shall, and shall procure that each D&M Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offer, or procure that a D&M Company shall offer, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) or (if the ERO Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant ERO Guarantee or, if not, in favour of the relevant ERO Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the ERO Purchaser. For so long as and to the extent that any release from a ERO Guarantee has not been obtained, the DSAG Purchaser shall use its reasonable efforts to procure that any D&M Company whose obligations are guaranteed pursuant to such ERO Guarantee performs the obligations that are so guaranteed. 7.3 At Completion, the parties shall give effect to the following provisions to repay certain indebtedness: (a) The DSAG Purchaser shall, and Sellers shall procure that the D&M Companies Company discharges all trade creditors of, and amounts accrued by, the Company as at the date of this Agreement relating to the acquisition and installation of fixed assets (together with any interest and penalties thereon) and shall indemnify the Buyer in respect of all Losses incurred by it as a result of any failure so to do. 10.4 The purchase price set out in clause 6.1 is calculated on the basis that the aggregate amount of the Borrowings, Inter-Company Debts and Shareholder Loans as at the date of this Agreement (“Estimated Exchange Debt”) is £15,594,000. 10.5 The Sellers shall, on prior to Completion, notify the Buyer of: 10.5.1 the actual aggregate amount of the Borrowings, Shareholder Loans and Inter-Company Debts as at the date of this Agreement (“Actual Exchange Debt”); 10.5.2 the amount (if any) by which the aggregate amount of the Borrowings, Shareholder Loans and Inter-Company Debts as at Completion Date exceeds the Actual Exchange Debt (i) repay in full “Excess Debt”); and 10.5.3 the amount of the Estimated D&M Excess Debt which is not attributable to ATM Capital Expenditure (falling within paragraphs (a), (cas defined below) (“Non-ATM Excess Debt”). For the purposes of this clause 10.5, “ATM Capital Expenditure” shall mean expenditure on the acquisition, installation and upgrade of any ATMs attributable to any ATMs acquired, installed or upgraded in excess of the Total Operational ATMs Number (as defined in clause 6.3) and any further expenditure as agreed between the Buyer and the Sellers. 10.6 The Sellers’ calculation of the Actual Exchange Debt, the Excess Debt and the amount of the Non-ATM Excess Debt shall be deemed agreed by the Buyer on the date falling 10 Business Days after the date on which those documents are first delivered to the extent necessary Buyer and shall be final and binding on the parties for all purposes unless during that period the Buyer gives notice to discharge any Liens) and the Sellers that it disagrees with such amounts. Any such notice shall give reasonable details (gso far as is practicable) of the definition reasons for any disagreement and any suggested adjustment, together with reasonably supporting evidence. 10.7 If any notice is served by the Buyer during such 10 Business Day period, the Sellers and the Buyer shall attempt in good faith to resolve any matters in dispute and agree the amounts of D&M the Actual Exchange Debt, the Excess Debt onlyand the amount of the Non-ATM Excess Debt on or before the date falling 10 Business Days after the date on which the Sellers receive that notice. Such amounts as agreed will be final and binding on the parties for all purposes. In the absence of agreement between the Buyer and the Sellers within that time period, the Independent Accountants shall be instructed to deliver a determination of the matters in dispute in accordance with clause 8 and confirm the amounts of the Actual Exchange Debt, the Excess Debt and the amount of the Non-ATM Excess Debt. Each party shall promptly provide to the other or the other’s accountants or professional advisers (and to the Independent Accountants) all such documents and information as may reasonably be requested for the purpose of preparing or reviewing the calculations of Actual Exchange Debt, Excess Debt and Non-ATM Debt. The parties’ obligations under this clause shall, without limitation, extend to providing access to or copies of all working papers in their possession or under their control (other than any D&M Debt those created by their respective accountants) created in respect the course of the Bondspreparation and/or review of such calculations, together (in the case of the Buyer) with extracts from the Company’s and release the Business’s accounting records to which the working papers relate or discharge all Liens over any Group Companies (other than an ERO Group Company) existing in connection therewith from which the working papers have drawn information, and (ii) pay access upon reasonable notice and during normal working hours to relevant personnel, and to relevant records and information within the Trustee possession or under the control, of the relevant party. 10.8 If prior to Completion, the amount required to redeem of the Bonds in full Actual Exchange Debt, the Excess Debt and the Non-ATM Excess Debt is agreed or determined in accordance with their terms in accordance with clauses 10.6 and 10.7, then: 10.8.1 the terms amount (if any) of the DSAG Purchase Agreement;Non-ATM Excess Debt shall be deducted from; and/or 10.8.2 the amount (bif any) The ERO Purchaser shallby which the Actual Exchange Debt exceeds the Estimated Exchange Debt shall be deducted from; or 10.8.3 the amount (if any) by which the Actual Exchange Debt is less than the Estimated Exchange Debt shall be added to; the amount payable for the Shares pursuant to clause 6.1. For the avoidance of doubt, and notwithstanding the foregoing provisions of this clause 10.8, the Buyer shall procure that the ERO Companies shallaggregate of the Borrowings, on Shareholder Loans and Inter-Company Debts is repaid at Completion in accordance with clause 9.4.6. 10.9 In the Completion Dateevent that the Buyer and the Sellers fail to agree the calculation of the Actual Exchange Debt, forthwith repay in full the Excess Debt and the Non-ATM Excess Debt, prior to Completion, then: 10.9.1 the Sellers shall indemnify the Buyer for the amount of the Estimated ERO Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (gif any) of the definition Non-ATM Excess Debt; 10.9.2 the Sellers shall indemnify the Buyer for the amount (if any) by which the Actual Exchange Debt exceeds the Estimated Exchange Debt; or 10.9.3 the Buyer shall indemnify the Sellers for the amount (if any) by which the Actual Exchange Debt is less than the Estimated Exchange Debt; together in each case with interest accruing from day to day, both before and after judgment from the Completion Date on the date of ERO Debt only) payment at a rate of two per cent above the base rate for the time being of Barclays Bank Plc. 10.10 The Liability of the Sellers pursuant to clause 10.9 shall be joint and release or discharge several. 10.11 For the avoidance of doubt, all Liens over any ERO Group cash in hand and at bank of the Company existing in connection therewith;at Completion shall be for the account of the Sellers.

Guarantees and Indebtedness. 7.1 8.1 The ERO Purchaser Seller shall use its all reasonable endeavours to procure on ensure that at or as soon as reasonably practicable following before Completion the release of any D&M Companies Company is released from any outstanding D&M Guarantees guarantees, security interests and pending such release shall, and shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company against all amounts paid indemnities given by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable to such liability). The ERO Purchaser shall offer, or procure that an ERO Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release Seller or any Associate of the relevant D&M Guarantee orSeller, if not, in favour of the relevant D&M Company for an amount equal to and pending that under the guarantee obligation issued by the third party, in each case as reasonably requested by the DSAG Purchaser. For so long as and to the extent that any release from a D&M Guarantee has not been obtainedrelease, the ERO Purchaser Seller shall indemnify the Buyer and the Company on demand against all Losses arising from or in connection with those guarantees, security interests and indemnities. 8.2 The Buyer shall use its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs the obligations that are so guaranteed. 7.2 The DSAG Purchaser shall use its all reasonable endeavours to procure ensure that promptly after Completion the Seller is released from all subsisting guarantees, security interests and indemnities given by her in relation to the obligations of the Company and of which full details are contained in the Disclosure Letter with express reference to this clause, and pending that release the Buyer shall indemnify the Seller on demand against all Losses arising on or as soon as reasonably practicable following after Completion from or in connection with those guarantees, security interests and indemnities. 8.3 The Seller shall ensure that at or before Completion all monies owing by the release Seller or any Associate of the Seller to the Company are paid in full, whether or not then due for payment and all monies owing by the Company to the Seller or any ERO Companies from Associate of the Seller, are paid in full, whether or not then due for payment. 8.4 The Seller shall ensure that at Completion there are no amounts owing by the Company to the Seller or any outstanding ERO Guarantees Associate of the Seller and pending such release shall, the Seller shall indemnify the Buyer and shall procure that each D&M the Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company on demand against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offer, arising from or procure that a D&M Company shall offer, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) or (if the ERO Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant ERO Guarantee or, if not, in favour of the relevant ERO Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the ERO Purchaser. For so long as and to the extent that any release from a ERO Guarantee has not been obtained, the DSAG Purchaser shall use its reasonable efforts to procure that any D&M Company whose obligations are guaranteed pursuant to such ERO Guarantee performs the obligations that are so guaranteed. 7.3 At Completion, the parties shall give effect to the following provisions to repay certain indebtedness: (a) The DSAG Purchaser shall, and shall procure that the D&M Companies shall, on the Completion Date (i) repay in full the amount of the Estimated D&M Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of D&M Debt only) (other than any D&M Debt in respect of the Bonds) and release or discharge all Liens over any Group Companies (other than an ERO Group Company) existing in connection therewith and (ii) pay to the Trustee the amount required to redeem the Bonds in full in accordance with their terms in accordance with the terms of the DSAG Purchase Agreement; (b) The ERO Purchaser shall, and shall procure that the ERO Companies shall, any such amounts which remain owing on the Completion Date, forthwith repay in full the amount of the Estimated ERO Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of ERO Debt only) and release or discharge all Liens over any ERO Group Company existing in connection therewith;after Completion.

Guarantees and Indebtedness. 7.1 12.1 The ERO Purchaser shall use its reasonable endeavours Guarantor unconditionally and irrevocably undertakes to the Seller: 12.1.1 to procure that the Buyer will fully and promptly perform and discharge all obligations and liabilities of the Buyer including any costs of enforcement of such obligations and liabilities (referred to in this clause as the “Guaranteed Obligations”) under or in respect of this Agreement; 12.1.2 that it guarantees as a continuing guarantee to the Seller the due and punctual performance and observance by the Buyer of the Guaranteed Obligations; 12.1.3 that, if the Buyer fails to do so, it will itself forthwith perform and discharge the Guaranteed Obligations as primary obligor and indemnify the Seller on demand against all Losses suffered or as soon as reasonably practicable following Completion incurred by or made against the release Seller in connection with or arising out of such failure; and 12.1.4 that if and each time the Buyer fails to make any payment to fulfil the Guaranteed Obligations when due, the Guarantor shall on demand (without first requiring the Seller to first take steps against the Buyer or any other person) pay such amount to the Buyer. 12.2 The liability of the Guarantor under this clause 12 shall not be limited, discharged or otherwise affected by the invalidity, unenforceability or frustration of any D&M Companies from any outstanding D&M Guarantees and pending such release shall, and shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company against all amounts paid by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable to such liability). The ERO Purchaser shall offer, or procure that an ERO Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third partyGuaranteed Obligations, if coupled with a release by any lack of capacity or lack or misuse of authority on the part of the relevant D&M Guarantee orBuyer or its officers, if notby the liquidation, in favour administration or dissolution of the relevant D&M Company Buyer or the disclaimer of any of the Guaranteed Obligations, by any variation or termination of any of the Guaranteed Obligations or by any other fact or circumstance which would or might (but for an amount equal to that under this provision) limit, discharge or otherwise affect the guarantee obligation issued by liability of the third partyGuarantor. Further, in each case as reasonably requested by the DSAG Purchaser. For so long as and Guarantor hereby expressly waives, to the extent that permitted by law, any release from a D&M Guarantee has not been obtained, the ERO Purchaser shall use defence to its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs the obligations that are so guaranteed. 7.2 The DSAG Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release under this Agreement by reason of any ERO Companies from other circumstance whatsoever (with or without notice to or knowledge of the Guarantor or any outstanding ERO Guarantees and pending other guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor or such release shall, and shall procure that each D&M Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offerother guarantor, or procure that might otherwise constitute a D&M Company shall offerlegal or equitable defence available to, or discharge of, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) surety or (if the ERO Guarantee is supported by an indemnitya guarantor, performance, advance payment including without limitation any right to require or retention bond, letter or credit or similar arrangement issued by a third party) shall procure claim that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant ERO Guarantee or, if not, in favour of the relevant ERO Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the ERO Purchaser. For so long as and resort be had to the extent that Buyer or to any release from a ERO Guarantee has not been obtained, the DSAG Purchaser shall use its reasonable efforts to procure that any D&M Company whose obligations are guaranteed pursuant to such ERO Guarantee performs the obligations that are so guaranteed. 7.3 At Completion, the parties shall give effect to the following provisions to repay certain indebtedness: (a) The DSAG Purchaser shall, and shall procure that the D&M Companies shall, on the Completion Date (i) repay in full the amount of the Estimated D&M Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of D&M Debt only) (other than any D&M Debt collateral in respect of the BondsGuaranteed Obligations. 12.3 The Guarantor hereby waives to the fullest extent permitted by applicable law notice of the following events or occurrences: (i) and release or discharge all Liens over any Group Companies (other than an ERO Group Company) existing in connection therewith and acceptance of this Agreement; (ii) pay to the Trustee the amount required to redeem the Bonds in full in accordance with their terms in accordance with the terms of the DSAG Purchase presentment, demand, default, non-payment, partial payment and protest under this Agreement; (b) The ERO Purchaser shall, and shall procure that the ERO Companies shall, on the Completion Date, forthwith repay in full the amount of the Estimated ERO Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) ; and (giii) of the definition of ERO Debt only) and release any other event, condition, or discharge all Liens over any ERO Group Company existing occurrence described in connection therewith;clauses 12.1 to 12.

Guarantees and Indebtedness. 7.1 The ERO Purchaser shall 8.1 Each Seller shall, at that Seller's own cost, execute and deliver all documents and use its all reasonable endeavours to procure on or take all other actions as soon as the Buyer may in any case reasonably practicable following request at any time and from time to time after Completion in order to effect the release and discharge in full (on a non-recourse basis to the Buyer and the Group Companies) of any D&M Companies from Assurance given by any outstanding D&M Guarantees and pending Group Company to any person in respect of any obligation or liability of that Seller or any Associate of that Seller. Pending each such release shalland discharge, and the Seller in question shall procure that each ERO Company shall, indemnify and keep indemnified Meggitt and any D&M Company the Buyer on demand against all amounts paid by it pursuant to a D&M Guarantee after Completion (and all Losses incurred attributable by the Buyer or any Group Company arising from such Assurance and the obtaining of any such release and discharge. 8.2 Each Seller shall ensure that at or before Completion all monies owing by that Seller or any Associate of that Seller to such liability). The ERO Purchaser any Group Company are paid in full, whether or not then due for payment. 8.3 Each Seller shall offer, or procure ensure that an ERO at Completion there will be no amounts owing by any Group Company shall offer, a similar guarantee in substitution for such D&M Companies (if the D&M Guarantee is issued by a D&M Company) or (if the D&M Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that an ERO Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant D&M Guarantee or, if not, in favour of the relevant D&M Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the DSAG Purchaser. For so long as and to the extent Seller or any Associate of that any release from a D&M Guarantee has not been obtained, the ERO Purchaser shall use its reasonable efforts to procure that any ERO Company whose obligations are guaranteed pursuant to such D&M Guarantee performs the obligations that are so guaranteed. 7.2 The DSAG Purchaser shall use its reasonable endeavours to procure on or as soon as reasonably practicable following Completion the release of any ERO Companies from any outstanding ERO Guarantees and pending such release shall, and shall procure that each D&M Company shall, indemnify and keep indemnified the ERO Purchaser and any ERO Company against all amounts paid by it pursuant to an ERO Guarantee after Completion (and all Losses incurred attributable to such liability). The DSAG Purchaser shall offer, or procure that a D&M Company shall offer, a similar guarantee in substitution for such ERO Companies (if the ERO Guarantee is issued by an ERO Company) or (if the ERO Guarantee is supported by an indemnity, performance, advance payment or retention bond, letter or credit or similar arrangement issued by a third party) shall procure that a D&M Company shall procure a similar guarantee, retention bond, letter of credit or other arrangement, as applicable, in favour of the third party, if coupled with a release of the relevant ERO Guarantee or, if not, in favour of the relevant ERO Company for an amount equal to that under the guarantee obligation issued by the third party, in each case as reasonably requested by the ERO Purchaser. For so long as and to the extent that any release from a ERO Guarantee has not been obtained, the DSAG Purchaser shall use its reasonable efforts to procure that any D&M Company whose obligations are guaranteed pursuant to such ERO Guarantee performs the obligations that are so guaranteed. 7.3 At Completion, the parties shall give effect to the following provisions to repay certain indebtedness: (a) The DSAG Purchaser shall, and shall procure that the D&M Companies shall, on the Completion Date (i) repay in full the amount of the Estimated D&M Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of D&M Debt only) Seller (other than any D&M Debt monies owing by way of accrued and unpaid salary or accrued and unpaid payment for the provision of monitoring services or for un-reimbursed expenses duly incurred, but assuming repayment in respect full of the Bonds) and release Outstanding Founder Loans in accordance with clause 7.8). If on Completion there is any amount owing to a Seller or discharge all Liens over an Associate of any Group Companies (Seller in breach of this clause, then without prejudice to any other than an ERO Group Company) existing in connection therewith and (ii) pay remedy available to the Trustee Buyer, the Seller in question shall indemnify the Buyer on demand against the amount required to redeem the Bonds repay, release or discharge in full such amounts and any other Losses arising directly or indirectly from the breach of this clause 8.3. 8.4 Each Seller shall ensure that immediately after Completion there will be no amounts owing by any Group Company by way of Borrowings. If immediately after Completion there is any amount of Borrowings owing in accordance with their terms in accordance with breach of this clause, then each Seller shall indemnify the terms Buyer on demand against that Seller's Agreed Proportion of the DSAG Purchase Agreement; (b) The ERO Purchaser shallamount required to repay, and shall procure that the ERO Companies shall, on the Completion Date, forthwith repay release or discharge in full the amount amounts of the Estimated ERO Debt (falling within paragraphs (a), (c) (to the extent necessary to discharge any Liens) and (g) of the definition of ERO Debt only) and release or discharge all Liens over any ERO Group Company existing in connection therewith;such Borrowings.