Common use of Guarantees and Letters of Credit Clause in Contracts

Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover shall (with the commercially reasonable cooperation of Apergy and the other members of the Apergy Group) use its commercially reasonable efforts, if so requested by Apergy, to have any member of the Apergy Group removed as guarantor of, or obligor for, any Dover Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Dover Liabilities. (b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy shall (with the commercially reasonable cooperation of Dover and the other members of the Dover Group) use its commercially reasonable efforts, if so requested by Dover, to have any member of the Dover Group removed as guarantor of, or obligor for, any Apergy Liability, including with respect to those guarantees listed or described on Schedule 2.12(b), to the extent that they relate to the Apergy Liabilities (each of the releases referred to in subsections (a) and (b) of this Section 2.12, a “Guaranty Release”). (c) In furtherance of the foregoing clauses (a) and (b), at or prior to the Effective Time: (i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.12, (i) the relevant beneficiary shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover and Apergy shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (e) Dover and Apergy shall cooperate and Apergy shall use commercially reasonable efforts to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements issued by Dover or other members of the Dover Group on behalf of or in favor of any member of the Apergy Group or the Apergy Business (the “Dover LCs”) as promptly as practicable with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements from Apergy or a member of the Apergy Group as of the Effective Time. With respect to any Dover LCs that remain outstanding after the Effective Time (i) Apergy shall, and shall cause the members of the Apergy Group to, jointly and severally indemnify and hold harmless the Dover Indemnitees for any Indemnifiable Loss arising from or relating to such Dover LCs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover LCs in accordance with the terms thereof, (ii) Apergy shall pay to Dover a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Dover LCs and (iii) without the prior written consent of Dover, Apergy shall not, and shall not permit any member of the Apergy Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Dover or any member of the Dover Group has issued any Dover LCs which remain outstanding. Neither Dover nor any member of the Dover Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements issued on behalf of or in favor of any member of the Apergy Group or the Apergy Business after the expiration of any such letter of credit, performance bond, surety bond, bankers acceptance or similar arrangement.

Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover shall (with the commercially reasonable cooperation of Apergy Xxxxxxx and the other members of the Apergy Xxxxxxx Group) use its commercially reasonable efforts, if so requested by ApergyXxxxxxx, to have any member of the Apergy Xxxxxxx Group removed as guarantor of, or obligor for, any Dover Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Dover Liabilities. (b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy Xxxxxxx shall (with the commercially reasonable cooperation of Dover and the other members of the Dover Group) use its commercially reasonable efforts, if so requested by Dover, to have any member of the Dover Group removed as guarantor of, or obligor for, any Apergy Xxxxxxx Liability, including with respect to those guarantees listed or described on Schedule 2.12(b), to the extent that they relate to the Apergy Xxxxxxx Liabilities (each of the releases referred to in subsections paragraphs (a) and (b) of this Section 2.12subsection, a “Guaranty Release”). (c) In furtherance of the foregoing clauses (a) and (b), at or prior to the Effective Time: (i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy Xxxxxxx is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.12, (i) the relevant beneficiary shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries toSubsidiaries, as agent or subcontractor for such guarantor or obligor, obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover and Apergy Xxxxxxx shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (ed) Dover and Apergy Xxxxxxx shall cooperate and Apergy Xxxxxxx shall use commercially reasonable efforts to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued by Dover or other members of the Dover Group on behalf of or in favor of any member of the Apergy Xxxxxxx Group or the Apergy Xxxxxxx Business (the “Dover LCs”) as promptly as practicable with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit from Apergy Xxxxxxx or a member of the Apergy Xxxxxxx Group as of the Effective Time. With respect to any Dover LCs that remain outstanding after the Effective Time (i) Apergy Xxxxxxx shall, and shall cause the members of the Apergy Xxxxxxx Group to, jointly and severally indemnify and hold harmless the Dover Indemnitees for any Indemnifiable Loss Liabilities arising from or relating to the such Dover LCsletters of credit, including including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover LCs in accordance with the terms thereof, (ii) Apergy Xxxxxxx shall pay to Dover a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Dover LCs and (iii) without the prior written consent of Dover, Apergy Xxxxxxx shall not, and shall not permit any member of the Apergy Xxxxxxx Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Dover or any member of the Dover Group has issued any Dover LCs letters of credit which remain outstanding. Neither Dover nor any member of the Dover Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued on behalf of or in favor of any member of the Apergy Xxxxxxx Group or the Apergy Xxxxxxx Business after the expiration of any such letter of credit, performance bond, surety bond, bankers acceptance or similar arrangement.

Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary AgreementCrane Holdings, at or prior to Co. (and, after the Effective Time, Dover Crane NXT, Co.) shall (with the commercially reasonable cooperation of Apergy Crane Company and the other members of the Apergy Crane Company Group) use its commercially reasonable efforts, if so requested by ApergyCrane Company, to have any member of the Apergy Crane Company Group removed as guarantor of, or obligor for, any Dover Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), Crane NXT Liability to the extent that they relate to Dover Liabilitiesany Crane NXT Liability. (b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy Crane Company shall (with the commercially reasonable cooperation of Dover Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and the other members of the Dover Crane NXT Group) use its commercially reasonable efforts, if so requested by DoverCrane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), to have any member of the Dover Crane NXT Group removed as guarantor of, or obligor for, any Apergy Liability, including with respect to those guarantees listed or described on Schedule 2.12(b), Crane Company Liability to the extent that they relate to the Apergy Liabilities any Crane Company Liability (each of the releases referred to in subsections clauses (a) and (b) of this Section 2.122.11, a “Guaranty Release”). (c) In furtherance of the foregoing clauses If Crane Holdings, Co. (a) and (b)and, at or prior to after the Effective Time: (i, Crane NXT, Co.) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy Crane Company is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.122.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and hold harmless defend the guarantor or obligor for any Indemnifiable Loss relating to, arising out of or resulting from such guarantee or relating thereto other obligation (in accordance with the provisions of Article VI) and shall shall, or shall cause one of its Subsidiaries toSubsidiaries, as agent or subcontractor for such guarantor or obligorobligor to, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, thereunder and (ii) the relevant beneficiary shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover Crane NXT, Co. and Apergy Crane Company shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, under or transfer to a Third Party, Party any loan, guarantee, lease, contract Contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease lease, then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (ed) Dover Crane Holdings, Co. and Apergy Crane Company shall cooperate cooperate, and Apergy Crane Company shall use commercially reasonable efforts efforts, to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued by Dover Crane Holdings, Co. or other members of the Dover Crane NXT Group on behalf of or in favor of any member of the Apergy Crane Company Group or the Apergy Business Other Businesses (the “Dover Crane Holdings LCs”) as promptly as practicable with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit from Apergy Crane Company or a member of the Apergy Crane Company Group as of the Effective Time. With respect to any Dover Crane Holdings LCs that remain outstanding after the Effective Time Time, (i) Apergy Crane Company shall, and shall cause the applicable members of the Apergy Crane Company Group to, jointly and severally indemnify and hold harmless defend the Dover Indemnitees Crane NXT Indemnified Party for any Indemnifiable Loss Liabilities relating to, arising out of or resulting from or relating to such Dover LCsletters of credit, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover Crane Holdings LCs in accordance with the terms thereof, thereof and (ii) Apergy shall pay to Dover a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Dover LCs and (iii) without the prior written consent of DoverCrane NXT, Apergy Co., Crane Company shall not, and shall not permit any member of the Apergy Crane Company Group to, enter into, renew or extend the term of, increase its obligations under, under or transfer to a Third Party, Party any loan, leaseguarantee, Contract or other obligation in connection with which Dover Crane NXT, Co. or any member of the Dover Crane NXT Group has issued any Dover LCs letters of credit which remain outstanding. Neither Dover Crane NXT, Co. nor any member of the Dover Crane NXT Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued on behalf of or in favor of any member of the Apergy Crane Company Group or the Apergy Business Other Businesses after the expiration of any such letter of credit, performance bond, surety bond, bankers acceptance or similar arrangement.

Guarantees and Letters of Credit. (a) Except as If not otherwise specified in any Ancillary Agreement, at or completed prior to the Effective TimeDistribution, Dover NCR shall (with the commercially reasonable cooperation of Apergy ATMCo and the other members of the Apergy ATMCo Group) use its commercially reasonable efforts, if so requested by ApergyATMCo following the Distribution, to have any member of the Apergy ATMCo Group removed as guarantor of, or obligor for, any Dover NCR Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a2.11(a), to the extent that they relate to Dover NCR Liabilities. (b) Except as If not otherwise specified in any Ancillary Agreement, at or completed prior to the Effective TimeDistribution, Apergy ATMCo shall (with the commercially reasonable cooperation of Dover NCR and the other members of the Dover NCR Group) use its commercially reasonable efforts, if so requested by DoverNCR following the Distribution, to have any member of the Dover NCR Group removed as guarantor of, or obligor for, any Apergy ATMCo Liability, including with respect to those guarantees listed or described on Schedule 2.12(b2.11(b), to the extent that they relate to the Apergy ATMCo Liabilities (each of the releases referred to in subsections clauses (a) and (b) of this Section 2.122.11, a “Guaranty Release”). (c) In furtherance of the foregoing clauses (a) and (b), at If NCR or prior to the Effective Time: (i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy ATMCo is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.122.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and hold harmless defend the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries toSubsidiaries, as agent or subcontractor for such guarantor or obligor, obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary of such guarantee or obligation shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.654.5% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover NCR and Apergy ATMCo shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party benefitting thereunder wishes to extend the term of such guaranteed lease then such first Party benefitting thereunder shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (ed) Dover If not otherwise completed prior to the Distribution, NCR and Apergy ATMCo shall cooperate and Apergy ATMCo shall use commercially reasonable efforts to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued by Dover NCR or other members of the Dover NCR Group on behalf of or in favor of any member of the Apergy ATMCo Group or the Apergy ATMCo Business (the “Dover NCR LCs”) as promptly as practicable following the Distribution with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit from Apergy ATMCo or a member of the Apergy Group as of the Effective TimeATMCo Group. With respect to any Dover NCR LCs that remain outstanding after the Effective Time Distribution (i) Apergy ATMCo shall, and shall cause the members of the Apergy ATMCo Group to, jointly and severally indemnify and hold harmless the Dover Indemnitees defend any NCR Indemnified Party for any Indemnifiable Loss Liabilities arising from or relating to the such Dover LCsletters of credit to the extent relating to any member of the ATMCo Group or the ATMCo Business, including any including, without limitation, fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover NCR LCs to the extent relating to any member of the ATMCo Group or the ATMCo Business in accordance with the terms thereof, (ii) Apergy ATMCo shall pay to Dover NCR a fee payable at the end of each calendar quarter based on a rate of 0.654.5% per annum on the average outstanding balance relating to any member of the ATMCo Group or the ATMCo Business during such quarter of any outstanding Dover NCR LCs and (iii) without the prior written consent of DoverNCR, Apergy ATMCo shall not, and shall not permit any member of the Apergy ATMCo Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Dover NCR or any member of the Dover NCR Group has issued any Dover LCs letters of credit which remain outstanding. Neither Dover NCR nor any member of the Dover NCR Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued on behalf of or in favor of any member of the Apergy ATMCo Group or the Apergy ATMCo Business after the expiration of any such letter of credit. (e) If not otherwise completed prior to the Distribution, performance bondNCR and ATMCo shall cooperate and NCR shall use commercially reasonable efforts to replace all letters of credit issued by ATMCo or other members of the ATMCo Group on behalf of or in favor of any member of the NCR Group or the NCR Business (the “ATMCo LCs”) as promptly as practicable following the Distribution with letters of credit from NCR or a member of the NCR Group. With respect to any ATMCo LCs that remain outstanding after the Distribution (i) NCR shall, surety bondand shall cause the members of the NCR Group to, bankers acceptance indemnify and defend any ATMCo Indemnified Party for any Liabilities arising from or similar arrangementrelating to the such letters of credit to the extent relating to any member of the NCR Group or the NCR Business, including, without limitation, fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such ATMCo LCs to the extent relating to any member of the NCR Group or the NCR Business in accordance with the terms thereof, (ii) NCR shall pay to ATMCo a fee payable at the end of each calendar quarter based on a rate of 4.5% per annum on the average outstanding balance relating to any member of the NCR Group or the NCR Business during such quarter of any outstanding ATMCo LCs and (iii) without the prior written consent of ATMCo, NCR shall not, and shall not permit any member of the NCR Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which ATMCo or any member of the ATMCo Group has issued any letters of credit which remain outstanding. Neither ATMCo nor any member of the ATMCo Group will have any obligation to renew any letters of credit issued on behalf of or in favor of any member of the NCR Group or the NCR Business after the expiration of any such letter of credit.

Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover Trinity shall (with the commercially reasonable cooperation of Apergy Arcosa and the other members of the Apergy Arcosa Group) use its commercially reasonable efforts, if so requested by ApergyArcosa, to have any member of the Apergy Arcosa Group removed as guarantor of, or obligor for, any Dover Trinity Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a2.11(a), to the extent that they relate to Dover Trinity Liabilities. (b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy Arcosa shall (with the commercially reasonable cooperation of Dover Trinity and the other members of the Dover Trinity Group) use its commercially reasonable efforts, if so requested by DoverTrinity, to have any member of the Dover Trinity Group removed as guarantor of, or obligor for, any Apergy Arcosa Liability, including with respect to those guarantees listed or described on Schedule 2.12(b2.11(b), to the extent that they relate to the Apergy Arcosa Liabilities (each of the releases referred to in subsections clauses (a) and (b) of this Section 2.122.11, a “"Guaranty Release”"). (c) In furtherance of the foregoing clauses (a) and (b), at If Trinity or prior to the Effective Time: (i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy Arcosa is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.122.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and hold harmless defend the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries toSubsidiaries, as agent or subcontractor for such guarantor or obligor, obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary of such guarantee or obligation shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover Trinity and Apergy Arcosa shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s 's Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (ed) Dover Trinity and Apergy Arcosa shall cooperate and Apergy Arcosa shall use commercially reasonable efforts to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued by Dover Trinity or other members of the Dover Trinity Group on behalf of or in favor of any member of the Apergy Arcosa Group or the Apergy Arcosa Business (the “Dover "Trinity LCs”") as promptly as practicable with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit from Apergy Arcosa or a member of the Apergy Arcosa Group as of the Effective Time. With respect to any Dover Trinity LCs that remain outstanding after the Effective Time (i) Apergy Arcosa shall, and shall cause the members of the Apergy Arcosa Group to, jointly and severally indemnify and hold harmless defend the Dover Indemnitees Trinity Indemnified Party for any Indemnifiable Loss Liabilities arising from or relating to the such Dover LCsletters of credit, including including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover Trinity LCs in accordance with the terms thereof, (ii) Apergy Arcosa shall pay to Dover Trinity a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Dover Trinity LCs and (iii) without the prior written consent of DoverTrinity, Apergy Arcosa shall not, and shall not permit any member of the Apergy Arcosa Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Dover Trinity or any member of the Dover Trinity Group has issued any Dover LCs letters of credit which remain outstanding. Neither Dover Trinity nor any member of the Dover Trinity Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued on behalf of or in favor of any member of the Apergy Arcosa Group or the Apergy Arcosa Business after the expiration of any such letter of credit, performance bond, surety bond, bankers acceptance or similar arrangement.

Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover ASD shall (with the commercially reasonable cooperation of Apergy WABCO and the other members of the Apergy WABCO Group) use its commercially reasonable efforts, if so requested by ApergyWABCO, to have any member of the Apergy WABCO Group removed as guarantor of, or obligor for, any Dover Remainco Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a), to the extent that they relate to Dover Remainco Liabilities. (b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy WABCO shall (with the commercially reasonable cooperation of Dover ASD and the other members of the Dover ASD Group) use its commercially reasonable efforts, if so requested by DoverASD, to have any member of the Dover ASD Group removed as guarantor of, or obligor for, any Apergy VCS Liability, including with respect to those guarantees listed or described on Schedule 2.12(b), to the extent that they relate to the Apergy VCS Liabilities (each of the releases referred to in subsections paragraphs (a) and (b) of this Section 2.12subsection, a “Guaranty Release”“). (c) In furtherance of the foregoing clauses (a) and (b), at If ASD or prior to the Effective Time: (i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy WABCO is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.12, (i) the relevant beneficiary shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries toSubsidiaries, as agent or subcontractor for such guarantor or obligor, obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover ASD and Apergy WABCO shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, or transfer to a Third Partythird party, any loan, guarantee, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (ed) Dover ASD and Apergy WABCO shall cooperate and Apergy WABCO shall use commercially reasonable efforts to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued by Dover ASD or other members of the Dover ASD Group on behalf of or in favor of any member of the Apergy WABCO Group or the Apergy VCS Business (the “Dover ASD LCs”) as promptly as practicable with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit from Apergy WABCO or a member of the Apergy WABCO Group as of the Effective Time. With respect to any Dover ASD LCs that remain outstanding after the Effective Time Time, WABCO shall (i) Apergy shall, and shall cause the members of the Apergy Group to, jointly and severally indemnify and hold harmless the Dover ASD Indemnitees for any Indemnifiable Loss damages arising from or relating to such Dover LCsletters of credit, including including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover LCs in accordance with the terms thereof, (ii) Apergy shall pay to Dover ASD a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Dover ASD LCs and (iii) without the prior written consent of DoverASD, Apergy WABCO shall not, and shall not permit any member of the Apergy WABCO Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Partythird party, any loan, lease, Contract or other obligation in connection with which Dover ASD or any member of the Dover ASD Group has issued any Dover LCs letters of credit which remain outstanding. Neither Dover The parties hereto agree that neither ASD nor any member of the Dover ASD Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements credit issued on behalf of or in favor of any member of the Apergy WABCO Group or the Apergy VCS Business after the expiration of any such letter of credit, performance bond, surety bond, bankers acceptance or similar arrangement.

Guarantees and Letters of Credit. (a) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Dover Trinity shall (with the commercially reasonable cooperation of Apergy Arcosa and the other members of the Apergy Arcosa Group) use its commercially reasonable efforts, if so requested by ApergyArcosa, to have any member of the Apergy Arcosa Group removed as guarantor of, or obligor for, any Dover Trinity Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.12(a2.11(a), to the extent that they relate to Dover Trinity Liabilities. (b) Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time, Apergy Arcosa shall (with the commercially reasonable cooperation of Dover Trinity and the other members of the Dover Trinity Group) use its commercially reasonable efforts, if so requested by DoverTrinity, to have any member of the Dover Trinity Group removed as guarantor of, or obligor for, any Apergy Arcosa Liability, including with respect to those guarantees listed or described on Schedule 2.12(b2.11(b), to the extent that they relate to the Apergy Arcosa Liabilities (each of the releases referred to in subsections clauses (a) and (b) of this Section 2.122.11, a “Guaranty Release”). (c) In furtherance of the foregoing clauses (a) and (b), at If Trinity or prior to the Effective Time: (i) to the extent required to obtain a release from a guaranty of any member of the Dover Group, Apergy shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Apergy would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and (ii) to the extent required to obtain a release from a guaranty of any member of the Apergy Group, Dover shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Dover would be reasonably unable to comply or (B) which would be reasonably expected to be breached. (d) If Dover or Apergy Arcosa is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.122.11, (i) the relevant beneficiary of such guarantee or obligation shall indemnify and hold harmless defend the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Subsidiaries toSubsidiaries, as agent or subcontractor for such guarantor or obligor, obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary of such guarantee or obligation shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65[ ]% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Dover Trinity and Apergy Arcosa shall not and shall cause the members of the respective Groups not to, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or member of such other Party’s Group is or may be liable unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided, however, that with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease. (e) Dover and Apergy shall cooperate and Apergy shall use commercially reasonable efforts to replace all letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements issued by Dover or other members of the Dover Group on behalf of or in favor of any member of the Apergy Group or the Apergy Business (the “Dover LCs”) as promptly as practicable with letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements from Apergy or a member of the Apergy Group as of the Effective Time. With respect to any Dover LCs that remain outstanding after the Effective Time (i) Apergy shall, and shall cause the members of the Apergy Group to, jointly and severally indemnify and hold harmless the Dover Indemnitees for any Indemnifiable Loss arising from or relating to such Dover LCs, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Dover LCs in accordance with the terms thereof, (ii) Apergy shall pay to Dover a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Dover LCs and (iii) without the prior written consent of Dover, Apergy shall not, and shall not permit any member of the Apergy Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Dover or any member of the Dover Group has issued any Dover LCs which remain outstanding. Neither Dover nor any member of the Dover Group will have any obligation to renew any letters of credit, performance bonds, surety bonds, bankers acceptances or similar arrangements issued on behalf of or in favor of any member of the Apergy Group or the Apergy Business after the expiration of any such letter of credit, performance bond, surety bond, bankers acceptance or similar arrangement.